EZRA (Nasdaq: EZRA) outlines Scale51 tech push, Enquantum deal and $2M equity raise
Reliance Global Group, Inc., now trading as EZRA, describes a holding‑company model built on insurance agencies, InsurTech platforms, and new majority investments in technology businesses. Insurance operations remain the core, centered on the RELI Exchange B2B platform and 5MinuteInsure.com direct‑to‑consumer portal, both focused on multi‑carrier digital distribution.
The company outlines its new EZRA International Group and “Scale51” strategy, exemplified by a staged deal to acquire 51% of cybersecurity firm Enquantum and a non‑binding term sheet to take a majority stake in Israeli diagnostics company Scentech. It also details 2025 asset sales used to reduce Oak Street debt, adoption of a digital‑asset treasury policy, and a January 2026 public offering of about $2.0 million of common stock and warrants to fund working capital, strategic investments, and general purposes, alongside extensive risk factors covering financing needs, Nasdaq listing compliance, geopolitical exposure, cybersecurity, regulation, and execution of its acquisition‑driven growth plan.
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Insights
EZRA shifts strategy toward tech holdings while raising modest equity capital.
EZRA combines a traditional insurance brokerage platform with an increasingly opportunistic holding‑company strategy. Core cash flow comes from commission‑based agency operations and subscription/commission revenues from the RELI Exchange and 5MinuteInsure.com InsurTech platforms, which operate in a fragmented, regulation‑heavy market.
The filing highlights meaningful strategic pivots: a digital‑asset treasury allocation, the EZRA International/Scale51 majority‑investment model, and a staged acquisition path to 51% of cybersecurity firm Enquantum for
On the capital side, EZRA closed a
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DOCUMENTS INCORPORATED BY REFERENCE:
TABLE OF CONTENTS
| PART I | |
| Item 1. Business | 1 |
| Item 1A. Risk Factors | 11 |
| Item 1B. Unresolved Staff Comments | 23 |
| Item 1C. Cybersecurity | 23 |
| Item 2. Properties | 24 |
| Item 3. Legal Proceedings | 24 |
| Item 4. Mine Safety Disclosures | 24 |
| PART II | |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 25 |
| Item 6. [RESERVED] | 27 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 33 |
| Item 8. Financial Statements and Supplementary Data | 34 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 34 |
| Item 9A. Controls and Procedures | 34 |
| Item 9B. Other information | 34 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 34 |
| PART III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 35 |
| Item 11. Executive Compensation | 35 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 35 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 35 |
| Item 14. Principal Accounting Fees and Services | 35 |
| PART IV | |
| Item 15. Exhibits and Financial Statement Schedules | 36 |
| Item 16. Form 10-K Summary | 40 |
| Signatures | 41 |
Industry and Market Data
Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate, including our general expectations and market opportunity and market size, is based on information from various sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources, and on our knowledge of, and our experience to date in the relevant industries and markets. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications that is included in this Annual Report on Form 10-K is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our business plans and strategies, anticipated or projected benefits or other consequences of our plans or strategies, including our capital allocation and investment activities, and other statements regarding our expectations, beliefs, intentions, or future performance.
Words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and the negative of these terms or similar expressions, as well as statements in the future tense, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based on information available to us as of the date they are made and on management’s current expectations and assumptions regarding future events and operating performance. Actual results, performance, or achievements may differ materially from those expressed or implied by the forward-looking statements as a result of a variety of factors, including, but not limited to:
●
our need to raise additional capital, which may not be available on acceptable terms or at all;
● our ability to maintain the listing of our common stock and warrants on the Nasdaq Capital Market;
● volatility in the price of our securities due to changes in the capital markets, our industry, or our capital structure;
● our ability to execute on our acquisition strategy and integrate acquired businesses successfully;
● our ability to retain key personnel and effectively manage growth;
● the risk that we and our agency partners are unable to generate expected revenues or margins;
● risks associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality;
● the impact of economic conditions, inflation, and interest rate trends on our operations and customer demand;
● potential disruptions due to cybersecurity incidents or system failures;
● risks associated with legal proceedings and compliance obligations;
● risks associated with our direct or indirect exposure to digital assets, including cryptocurrencies, such as extreme price volatility,
potential illiquidity, evolving and uncertain regulatory treatment, custody and security risks, and the potential for impairment charges
on such assets; and
● other risks and uncertainties described in this Annual Report on Form 10-K, including those set forth under “Item 1A. Risk
Factors.”
If one or more of these risks or uncertainties materialize, or if any of our underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report.
Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.
Unless the context requires otherwise, references to “Reliance Global Group,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Reliance Global Group, Inc.
Item 1. BUSINESS
Overview
Reliance Global Group, Inc. (“Reliance,” “we”, “us”, or the “Company”) was incorporated in Florida on August 2, 2013 under the name Ethos Media Network, Inc. In September 2018, Reliance Global Holdings, LLC, a related party, acquired a controlling interest in the Company. On October 18, 2018, the Company changed its name to Reliance Global Group, Inc. Effective January 26, 2026, we changed our ticker symbol on the Nasdaq Capital Market from “RELI” to “EZRA.”
We operate as a holding company that acquires, owns, and actively manages insurance and technology-focused businesses. Historically, our primary focus has been the acquisition and operation of wholesale and retail insurance agencies, together with the development of proprietary InsurTech platforms designed to enhance distribution efficiency, scalability, and operational integration.
Our strategy has historically been to acquire businesses in fragmented markets, centralize operational infrastructure, leverage proprietary technology, and generate recurring cash flows while pursuing long-term value creation. We continue to expand our strategy as outlined in recent developments with Scale 51 and to evaluate opportunities consistent with this holding company model.
As of December 31, 2025, we owned and operated six insurance-related businesses and various proprietary technology platforms. During 2025, we also completed certain portfolio realignment transactions and capital structure initiatives, as described below.
Portfolio Realignment and Capital Structure
During 2025, the Company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions and US Benefits Alliance businesses. Proceeds from these transactions were used in part to reduce outstanding indebtedness.
In July 2025, the Company repaid approximately $5.0 million of long-term debt owed to Oak Street and subsequently reduced the remaining balance through additional asset sale proceeds.
In August 2025, the Company entered into a common stock purchase agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to customary limitations and conditions. The facility provides additional financial flexibility to support working capital and strategic initiatives.
Digital Asset Treasury
In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives. The Company formed a Crypto Advisory Board to oversee this strategy and engaged an external advisor to provide strategic guidance.
During 2025, the Company acquired digital assets as part of this initiative. The Company views its digital asset treasury strategy as a capital allocation tool complementary to its broader holding company model. The strategy does not alter the Company’s core operating focus on insurance and technology businesses.
Termination of Spetner Transaction
In July 2025, the previously announced agreement to acquire Spetner Associates, Inc. was terminated. The Company expensed previously issued non-refundable equity prepayments associated with the contemplated acquisition and has no ongoing obligations under that agreement.
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Recent Developments
Strategic Expansion Through EZRA International and Scale51
In January 2026, the Company launched EZRA International Group as a strategic platform intended to support the Company’s expansion through majority investments in technology-focused businesses. As part of this initiative, the Company introduced the “Scale51” model, under which the Company seeks to acquire controlling ownership positions, generally targeting approximately 51%, in selected technology-driven companies and to support their development through governance participation, operational support, and access to capital markets.
The Company intends to continue operating and optimizing its insurance brokerage and InsurTech platforms as its core operating businesses while selectively pursuing majority ownership interests in technology businesses in sectors such as artificial intelligence and data analytics, cybersecurity, fintech and insurtech, and medtech and digital health.
On January 15, 2026, the Company entered into a secured convertible promissory note with Enquantum Ltd. (“Enquantum”), a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, pursuant to which the Company advanced Enquantum $166,000.
On February 5, 2026, the Company entered into a Share Purchase Agreement with Enquantum pursuant to which the Company agreed to acquire, over time and subject to the satisfaction of specified milestone criteria and other conditions, an aggregate equity interest equal to 51% of Enquantum on a fully diluted basis. The transactions contemplated by the Share Purchase Agreement are structured to occur through an initial closing followed by a series of milestone-based closings, each subject to the satisfaction or waiver of customary closing conditions.
The aggregate purchase price to acquire the 51% ownership interest is $2,125,000, payable in tranches tied to specified monthly operational and commercialization milestones over an anticipated 10-month period.
On February 23, 2026, the Company completed the initial closing under the Share Purchase Agreement and converted the previously issued $166,000 secured convertible note as part of the first tranche investment. In connection with the initial closing, the Company acquired approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis, consisting of (i) the conversion of the secured convertible note into Enquantum ordinary shares representing approximately 4% of Enquantum on a fully diluted basis and (ii) the purchase for cash of additional Enquantum ordinary shares representing approximately 4% ownership on a fully diluted basis.
Subject to the satisfaction of applicable milestone criteria and other conditions, Enquantum may issue additional ordinary shares to the Company in connection with monthly tranche investments that are generally intended to increase the Company’s ownership interest by approximately 4% per month until the Company reaches approximately 48% ownership on a fully diluted basis.
The Share Purchase Agreement also provides for a final “control top-up” transaction intended to increase the Company’s ownership from approximately 48% to 51% of Enquantum on a fully diluted basis. As consideration for the control top-up, the Company has agreed to issue to Enquantum shares of the Company’s common stock with an aggregate value of $125,000, determined based on the last reported sale price of the Company’s common stock on The Nasdaq Stock Market LLC on the trading day immediately preceding the applicable control top-up closing.
The Company views this investment as an initial example of the Scale51 model.
On January 7, 2026, the Company entered into a non-binding term sheet to acquire a majority equity interest in Scent Medical Technologies Ltd. (“Scentech”), an Israeli diagnostics company developing artificial intelligence-based technologies designed to identify disease-associated molecular signatures in human breath. The proposed transaction, which is expected to be the first potential investment of EZRA International Group, is structured to provide for majority ownership subject to the achievement of defined clinical, regulatory, and operational milestones over time. Scentech’s product candidates, including VOX™, a breath-based diagnostic platform under development for early pancreatic cancer risk assessment, and VocTracer™, a laboratory-based system under development for the detection of healthcare-associated infections and antimicrobial resistance, remain investigational, have not been clinically validated for any intended use, and have not received regulatory clearance or approval for commercial sale in any jurisdiction. Completion of the proposed transaction is subject to the execution of definitive agreements, the satisfaction of customary closing conditions, and successful completion of due diligence, and there can be no assurance that the transaction will be completed on the terms contemplated, or at all.
Public Offering
On January 29, 2026, the Company closed a public offering of 7,407,408 shares of its common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 14,814,816 shares of common stock. The securities were sold at a combined public offering price of $0.27 per share (or $0.269 per pre-funded warrant, in each case, in lieu of a share) and accompanying common warrants.
The common warrants are exercisable upon issuance at an exercise price of $0.27 per share and expire two years from the initial exercise date. For each share of common stock (or pre-funded warrant) issued in the offering, the purchaser received two common warrants, each exercisable for one share of common stock, subject to customary anti-dilution adjustments.
H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering on a reasonable best efforts basis.
The gross proceeds to the Company from the offering were approximately $2.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the offering for working capital, strategic investments and acquisitions, and general corporate purposes.
In connection with the offering, the Company agreed to pay the placement agent (i) a cash fee equal to 7.0% of the gross proceeds of the offering, (ii) a management fee equal to 1.0% of the gross proceeds of the offering, and (iii) reimbursement of certain accountable expenses. The Company also issued placement agent warrants to purchase a number of shares of common stock equal to 7.0% of the aggregate number of shares of common stock and pre-funded warrants sold in the offering. The placement agent warrants have an exercise price of $0.3375 per share and expire two years from the initial exercise date.
In connection with the offering, the Company’s officers and directors entered into lock-up agreements restricting the sale or transfer of shares of common stock and certain related securities for a period of 30 days following the closing of the offering, subject to customary exceptions.
The offering was conducted pursuant to the Company’s registration statement on Form S-1, which was declared effective by the Securities and Exchange Commission on January 28, 2026.
NASDAQ Ticker Symbol Change
On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” effective at the open of trading on Monday, January 26, 2026. The Company’s common stock will remain listed on the Nasdaq Capital Market and the Company’s CUSIP number will remain unchanged. No action is required by the Company’s stockholders in connection with the ticker symbol change.
Insurance Operations and Technology Integration
Insurance operations remain the Company’s primary operating foundation. We own and operate insurance agencies and related platforms that generate commission-based revenues through the sale and servicing of insurance products.
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We have sought to integrate our agency operations through centralized infrastructure and proprietary technology platforms designed to enhance scalability and operational efficiency.
RELI Exchange Platform
We operate RELI Exchange, a business-to-business (“B2B”) InsurTech platform and partner network designed to support insurance agents and agencies through technology-enabled tools and operational infrastructure.
RELI Exchange is structured as a private-label platform that provides agents with flexibility in branding while offering centralized quoting tools, back-office support, and access to multiple insurance carriers. The platform is intended to:
| ● | Facilitate multi-carrier quoting through technology-enabled workflows; | |
| ● | Reduce administrative burden through automation and centralized servicing support; | |
| ● | Provide operational infrastructure, including licensing and compliance resources; and | |
| ● | Support scalability through a unified technology ecosystem. |
In January 2024, we launched a client referral portal within the RELI Exchange platform to support referral management and client tracking functionality.
In September 2024, we introduced a beta version of an advanced quote and bind solution for commercial policies. During 2025, we continued development and refinement of this platform to streamline quoting and binding workflows through automation and analytics.
We also provide training and mentorship resources designed to support agent onboarding and business development.
5MinuteInsure.com (5MI)
We developed and launched 5MinuteInsure.com (“5MI”), a direct-to-consumer InsurTech platform designed to enable consumers to compare, quote, and bind certain insurance products through a streamlined digital interface.
5MI is currently live in 44 states and provides access to coverage through more than thirty carriers. The platform is designed to facilitate quoting and policy binding in a time-efficient manner through automation and analytics, supporting efficient underwriting workflows, servicing, and renewals. Elements of the 5MI technology infrastructure support and integrate with the broader RELI Exchange ecosystem.
Insurance Agency Industry Overview
Structure of the Insurance Industry
The U.S. insurance industry is generally comprised of three principal sectors:
| 1. | Property and Casualty (“P&C”) Insurance, which includes personal lines such as automobile and homeowners insurance, as well as commercial lines coverage for businesses; | |
| 2. | Life and Health Insurance, which includes life insurance, annuities, and certain health-related products; and | |
| 3. | Accident and Health Insurance, typically written by insurers specializing in medical and related coverages. |
Insurance carriers underwrite and assume insurance risk, establish pricing, manage claims, and maintain capital reserves. In contrast, insurance agencies and brokers act as intermediaries between carriers and policyholders. Agencies do not bear underwriting risk; instead, they earn commissions and other compensation based on premiums placed with carriers.
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This structural distinction between carriers and agencies results in different capital requirements, risk profiles, and operating characteristics.
Role of Independent Insurance Agencies
Independent insurance agencies represent multiple insurance carriers and offer clients access to a range of coverage options. Agencies generate revenue primarily through commissions, typically calculated as a percentage of written premiums, as well as renewal commissions and, in certain cases, contingent or incentive-based compensation arrangements with carriers.
Unlike captive agents, who are generally limited to a single carrier, independent agencies can place business with multiple carriers, which may allow them to provide broader product selection and pricing alternatives to clients.
Revenue for insurance agencies is generally influenced by:
| ● | Premium pricing trends established by carriers; | |
| ● | Policy retention rates and renewal volumes; | |
| ● | New business production; | |
| ● | Economic activity and business formation trends; and | |
| ● | The competitiveness of agency distribution models. |
Because agencies do not assume underwriting risk, their exposure to catastrophic loss events differs materially from that of carriers. However, agency revenues may be indirectly affected by changes in premium pricing cycles or carrier underwriting appetite.
Industry Fragmentation and Consolidation Trends
The insurance agency sector remains highly fragmented, consisting of a large number of small and mid-sized privately owned agencies operating across local and regional markets. This fragmentation has historically created opportunities for consolidation by larger, well-capitalized acquirers seeking to achieve scale efficiencies, expanded geographic reach, and operational integration.
Key drivers of consolidation activity in the insurance agency market include:
| ● | Succession planning challenges among agency owners; | |
| ● | Increasing regulatory and compliance complexity; | |
| ● | Technology investment requirements; | |
| ● | Carrier relationship management; and | |
| ● | The pursuit of scale-based operational efficiencies. |
Acquirers often seek to centralize back-office functions, leverage shared technology infrastructure, improve carrier relationships through aggregated premium volume, and enhance cross-selling capabilities across personal and commercial lines.
While consolidation activity has been robust in recent years, competitive dynamics for acquisition targets remain active, and transaction valuations may be influenced by prevailing interest rates, capital availability, and earnings performance of target agencies.
Technology and Digital Transformation in Insurance Distribution
The insurance distribution landscape has experienced increased adoption of digital tools designed to improve customer acquisition, quoting efficiency, data analytics, and policy servicing.
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Technology adoption in the agency channel has been influenced by:
| ● | Consumer preference for online research and digital engagement; | |
| ● | Carrier requirements for electronic submission and data integration; | |
| ● | The need for operational efficiency and cost management; and | |
| ● | Competitive pressure to improve client experience. |
InsurTech solutions generally focus on enhancing workflow automation, data aggregation, pricing analytics, and customer interface tools. For agencies, digital platforms may support faster quoting processes, automated renewals, improved retention tracking, and centralized policy management.
At the same time, many consumers continue to value personalized advice and agent support, particularly for more complex commercial or specialty coverages. As a result, hybrid distribution models that combine digital access with agent involvement have become increasingly common.
Economics of the Insurance Agency Model
Insurance agencies typically generate recurring revenue streams through renewal commissions. Once a policy is placed, agencies may continue to earn compensation so long as the policy remains in force, subject to retention and carrier arrangements.
Key characteristics of the agency model include:
| ● | Limited direct exposure to underwriting losses; | |
| ● | Revenue sensitivity to premium rate cycles; | |
| ● | Importance of client retention and cross-selling; | |
| ● | Reliance on carrier relationships and contractual agreements; and | |
| ● | Scalability through centralized administrative infrastructure. |
Because commission income is tied to premium volume, periods of rate hardening in the insurance market may increase agency revenues without corresponding increases in policy count. Conversely, soft pricing cycles may compress commission-based revenue growth.
Operational efficiency, technology integration, and disciplined cost management can influence agency-level profitability.
Competitive Landscape
The insurance brokerage industry is competitive and includes:
| ● | Large national brokerage firms; | |
| ● | Regional and local independent agencies; | |
| ● | Private equity-backed consolidators; | |
| ● | Captive agency networks; and | |
| ● | Emerging digital distribution platforms. |
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Competition is generally based on:
| ● | Product access and carrier relationships; | |
| ● | Pricing competitiveness; | |
| ● | Quality of service and advisory expertise; | |
| ● | Technology capabilities; and | |
| ● | Brand recognition and local market presence. |
In addition, acquisition competition exists among consolidators and financial sponsors seeking to expand market share through strategic transactions.
Regulatory Environment
Insurance distribution is regulated at the state level. Agencies and individual producers must be licensed in each jurisdiction in which they conduct business. State insurance departments oversee licensing, market conduct, and compliance with applicable statutes and regulations.
Carriers are subject to separate regulatory oversight, including rate approvals, capital requirements, and claims handling standards. While agencies do not assume underwriting risk, they must comply with applicable licensing, disclosure, and consumer protection regulations.
Changes in state or federal regulatory requirements, including disclosure obligations or restrictions on compensation structures, may impact agency operations.
Industry Outlook
The insurance agency industry continues to evolve in response to technological advancements, shifting consumer expectations, regulatory developments, and consolidation trends.
Independent agencies that are able to integrate digital tools with advisory-based client relationships may benefit from operational efficiencies and expanded distribution capabilities. At the same time, competitive pressures, acquisition market dynamics, and broader economic conditions may influence growth rates and transaction activity within the sector.
The Company’s strategy is designed to operate within this framework by combining agency operations, centralized infrastructure, and proprietary technology platforms.
Integration with the Company’s Holding Company Strategy
The Company operates within this industry framework as a holding company that owns and actively manages operating subsidiaries. Our insurance agency platform provides recurring commission-based revenues and operational infrastructure that support centralized capital allocation and strategic growth initiatives. Consistent with this model, we seek to leverage the stability of our insurance operations while selectively pursuing majority ownership interests in technology-driven businesses through our Scale51 strategy. We believe this approach enables us to combine operating cash flow generation with disciplined capital deployment across complementary sectors, while maintaining an active governance and management role in our controlled subsidiaries.
One-Firm Operating Model
We have adopted a “One-Firm” operating approach intended to integrate our owned agencies into a cohesive operating model. This approach is designed to enhance collaboration, strengthen carrier relationships, and leverage centralized technology and operational infrastructure across the organization.
As we move into 2026, we intend to continue investing in our insurance operations and proprietary technology capabilities while evaluating acquisition and investment opportunities consistent with our holding company strategy.
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Customers and Distribution Model
Insurance Consumers
Insurance consumers seek coverage that aligns with their individual or business risk profiles at competitive pricing levels, while also valuing advisory support and service responsiveness. The Company’s platforms are designed to provide access to multiple carriers and facilitate comparison of coverage options through a combination of digital tools and agent engagement.
Through its RELI Exchange and 5MinuteInsure.com platforms, the Company seeks to streamline the quoting and binding process while maintaining agent involvement in advisory and servicing functions.
Independent Agents and Agency Partners
The Company operates a platform model designed to support independent agents and agency partners. Agents utilizing the RELI Exchange infrastructure may access multiple carrier relationships and centralized operational support.
The platform is intended to:
| ● | Facilitate multi-carrier quoting and policy placement; | |
| ● | Provide technology-enabled workflow support; | |
| ● | Reduce administrative burden through automation and centralized back-office functions; and | |
| ● | Support business development through training and mentorship resources. |
The Company’s model is structured to allow participating agents flexibility in branding while leveraging centralized infrastructure.
Carrier Relationships
The Company maintains relationships with multiple insurance carriers across personal and commercial lines. Carrier relationships are foundational to the Company’s commission-based revenue model.
Through centralized infrastructure and aggregated premium volume, the Company seeks to support carrier distribution efficiency and compliance standards while maintaining agency-level service capabilities.
Carrier relationships are subject to contractual arrangements and underwriting standards established by each carrier.
Agency Partner Network and Distribution Model
The Company operates a multi-channel insurance distribution platform under the RELI Exchange brand. RELI Exchange provides independent agents and agency partners with access to carrier relationships, proprietary technology infrastructure, compliance support, and back-office services.
Agents and agency partners operate under contractual arrangements that allow them to utilize the Company’s technology systems, carrier access, and operational support while maintaining flexibility in branding and client engagement. Revenue is generated primarily through commissions on insurance policies placed, along with recurring platform subscription fees.
The Company recruits agents through industry relationships, digital marketing, referrals, and direct outreach initiatives.
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Products and Pricing
The Company offers agency partner and agent subscription contracts that provide access to the RELI Exchange platform and related services. Subscription pricing is structured as recurring monthly fees. In addition, the Company earns commission revenue based on policies written through its platform.
The RELI Exchange Platform
RELI Exchange is a proprietary InsurTech platform designed to facilitate quoting, comparison, and policy placement across multiple insurance carriers. The platform integrates automation tools, carrier connectivity, and administrative support functions to assist agents in client acquisition, servicing, and renewal management.
The platform is designed to centralize data management, reduce manual processes, and support scalability across distributed agency operations.
Online Insurance Platform – 5MinuteInsure.com
5MinuteInsure.com (“5MI”) is a direct-to-consumer digital insurance platform that enables consumers to obtain quotes and bind certain policies through an online interface. The platform integrates with carrier systems and supports both automated processing and agent-assisted servicing.
Elements of the 5MI technology infrastructure are integrated with the broader RELI Exchange ecosystem to support operational efficiencies and cross-platform functionality.
Business Operations – One-Firm Model
The Company operates under a centralized operating framework referred to internally as a “One-Firm” model. Under this structure, acquired agencies and platforms are integrated into shared operational systems, carrier relationships, compliance infrastructure, and technology architecture. This approach is intended to support operational efficiencies, cross-selling opportunities, centralized data management, and scalable growth.
Acquisition Strategy
The insurance agency market remains highly fragmented. The Company seeks to identify and acquire insurance-related businesses that are profitable or demonstrate potential for operational improvement through integration into its centralized infrastructure.
Acquisitions may be structured with a combination of cash consideration, debt financing, equity, or earn-out arrangements, depending on the nature of the transaction.
The Company evaluates opportunities based on operational performance, market position, growth potential, and strategic fit within its broader platform.
Competition
The insurance brokerage industry is highly competitive. The Company competes with national brokerage firms, regional agencies, independent agencies, and technology-enabled distribution platforms. Competition is based on carrier access, pricing, service quality, technology capabilities, agent recruitment, and operational efficiency.
The market for insurance agency acquisitions is also competitive, with participation from private equity firms, strategic consolidators, and financial buyers.
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Government Regulation
The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are regulated by various governmental authorities. Certain of our offices are parties to profit-sharing contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. The legislatures of various states may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds.
We and our employees must be licensed to act as brokers, intermediaries, or third-party administrators by state regulatory authorities in the locations in which we conduct business. Regulations and licensing laws vary by individual state and are often complex. The applicable licensing laws and regulations in all states are subject to amendment or reinterpretation by regulatory authorities, and such authorities are vested in most cases with relatively broad discretion as to the granting, revocation, suspension, and renewal of licenses. We believe that we are in compliance with the applicable licensing laws and regulations of all states in which we currently operate. However, the possibility still exists that we or our employees could be excluded or temporarily suspended from carrying on some or all of our activities in, or could otherwise be subjected to penalties by, a particular jurisdiction.
Nearly all states have insurance laws requiring personal property and casualty insurers to file rating plans, policy or coverage forms, and other information with the state’s regulatory authority. In many cases, such rating plans, policy, or coverage forms, must be approved prior to use and the regulator has the authority to disapprove a rate filing. While we are not an insurer, and thus not required to comply with state laws and regulations regarding insurance rates, our commissions are derived from a percentage of the premium rates set by insurers in conjunction with state law.
Employees
As of December 31, 2025, we employed 40 employees across all Company subsidiaries.
We believe that a diverse workforce is important to our success. We will continue to focus on the hiring, retention, and advancement of underrepresented populations, and to cultivate an inclusive and diverse corporate culture. In the future, we intend to continue to evaluate our use of human capital measures or objectives in managing our business such as the factors we employ or seek to employ in the development, attraction and retention of personnel and maintenance of diversity in our workforce.
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.
We also provide robust compensation and benefits programs to help meet the needs of our employees. We believe that we maintain a satisfactory working relationship with our employees and have not experienced any labor disputes.
Leadership Team
Our executive leadership team has extensive experience in insurance operations, financial reporting, technology integration, and business development.
Information About our Executive Officers
Ezra Beyman
Mr. Beyman, age 71, has served as Chairman of the Board and Chief Executive Officer of the Company since 2018.
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Mr. Beyman has over three decades of experience in real estate, financial services, and insurance-related businesses. In 1985, he co-founded a mortgage brokerage firm, which expanded through organic growth and acquisitions into one of the larger licensed mortgage brokerage operations in the United States by 2008. During his career, Mr. Beyman has also been involved in the acquisition and management of commercial and residential real estate assets and insurance agencies.
Since joining the Company, Mr. Beyman has overseen its acquisition strategy, capital allocation initiatives, and operational integration of insurance and technology businesses.
Joel Markovits
Mr. Markovits, age 45, has served as Chief Financial Officer since January 1, 2023. He joined the Company in June 2021 as Financial Reporting Manager and served in that role through January 31, 2022. From February 1, 2022 through December 31, 2022, he served as Chief Accounting Officer before assuming his current role as Chief Financial Officer.
Prior to joining the Company, Mr. Markovits was a Senior Manager at KPMG LLP from April 2015 to May 2021, where he led large and complex audit engagements, including serving as lead senior manager for a global enterprise with approximately $16 billion in annual revenues reporting under both U.S. GAAP and IFRS. During his tenure at KPMG, he also served in a data and analytics leadership capacity, supporting technology-enabled audit and financial analysis initiatives.
Mr. Markovits holds a Master of Science in Accounting from Fairleigh Dickinson University and has been a Certified Public Accountant in the State of New Jersey since November 2013.
Yaakov Beyman
Mr. Beyman, age 43, joined the Company in July 2018 and oversees insurance operations. Prior to joining the Company, he served as Executive Vice President of the Insurance Division of Empire Insurance Holdings, from December 2012 to July 2018.
Mr. Beyman is responsible for operational oversight of the Company’s insurance businesses, including strategy execution, agency integration, and development of operational infrastructure. He holds insurance licenses in multiple U.S. jurisdictions.
Information About Other Key Employees
Grant Barra
Mr. Barra, age 44, has served as Senior Vice President since April 2022. In 2008, he founded Barra & Associates, an insurance agency providing personal and commercial insurance products, including property and casualty, life, and health insurance. Barra & Associates was acquired by the Company in 2022 and subsequently integrated into the RELI Exchange platform.
Mr. Barra previously served in a leadership capacity for a life insurance carrier, where he focused on recruitment and development of independent agents. Earlier in his career, he founded Grant Barra Agency, operating under a captive agency model.
Mr. Barra holds a Bachelor of Science in Business Administration from DeVry University and has completed additional coursework in contract law through HarvardX. He is a Chartered Leadership Fellow and a member of the Life Underwriting Training Council at The American College of Financial Services.
Moshe Fishman
Mr. Fishman, age 35, joined the Company in 2021 and currently serves as Senior Vice President, Strategic Ventures. Prior to joining the Company, he founded and operated several businesses, including Tekeno Travel, a travel services company, and Fishman Insurance Agency, which focused on property and casualty insurance. He also founded Tekeno Financial, which focused on alternative investment vehicles and insurance-related financial products.
At the Company, Mr. Fishman has been involved in the development and expansion of the RELI Exchange and 5MinuteInsure.com platforms, including oversight of sales operations and strategic growth initiatives.
In addition, Mr. Fishman plays a leadership role within the Company’s EZRA International Group division, supporting the evaluation and execution of strategic investments under the Company’s Scale51 operating model.
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Item 1a. RISK FACTORS
The following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. Investors should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are not material may also significantly impair our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment.
Risks Related to Our Business
We may experience significant fluctuations in our quarterly and annual results.
Our quarterly and annual financial results have fluctuated in the past and may continue to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. These fluctuations may make it difficult to evaluate our operating performance and may cause our results of operations in a particular period to fall below the expectations of investors or securities analysts. Factors that could cause fluctuations in our financial results include, among others:
● our limited operating history in certain aspects of our business and the evolving nature of our strategic initiatives, including our expansion through EZRA International Group and the Scale51 investment model;
● our ability to identify, negotiate, finance, and complete acquisitions or strategic investments, including majority ownership investments in technology-driven businesses, on acceptable terms or at all;
● the timing, structure, and success of acquisitions, investments, or other strategic transactions, including milestone-based investments that may occur over multiple periods;
● our ability to integrate acquired businesses or investments successfully and realize anticipated strategic or financial benefits;
● our ability to obtain additional financing, if required, to complete acquisitions, fund strategic investments, or support the operations and growth of existing and target businesses;
● the performance of companies in which we hold minority or controlling ownership interests, including the timing of their operational, commercialization, or technological development milestones;
● the availability of suitable acquisition or investment opportunities and competition for such opportunities;
● volatility in capital markets and the availability and cost of capital;
● our inability to retain or attract qualified employees, including key executives and management personnel;
● cybersecurity incidents or other interruptions to our information technology systems, data security infrastructure, or outsourced technology services;
● rapid technological changes that may require additional investment in technology, product development, or operational capabilities;
● changes in data privacy, cybersecurity, and other regulatory requirements applicable to our operations or those of companies in which we invest;
● economic conditions, inflation, interest rate changes, and other macroeconomic factors that may impact customer demand, acquisition activity, or capital availability;
● geographic concentration of our insurance operations in certain states, including Michigan, New York, Montana, New Jersey, Ohio, and Illinois;
● our ability to comply with financial and operational covenants contained in financing or other contractual arrangements;
● restrictions contained in certain agreements that may limit the discretion of our management in operating our business or pursuing strategic opportunities;
● the inherent uncertainties involved in estimates, judgments, and assumptions used in the preparation of financial statements in accordance with U.S. GAAP; and
● the improper disclosure of confidential or proprietary information.
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These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.
Our strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks and uncertainties.
In January 2026, we launched EZRA International Group and introduced the Scale51 investment model as part of our strategy to pursue majority ownership interests in selected technology-driven businesses. Under this model, we may seek to acquire controlling ownership positions, often through milestone-based or staged investments over time. This strategy exposes us to a number of risks that differ from those associated with our traditional insurance brokerage and InsurTech operations.
Technology companies, particularly early-stage or growth-stage businesses, often face substantial operational, technological, regulatory, and commercialization risks. Many such companies may have limited operating histories, unproven technologies, or uncertain paths to revenue generation or profitability. As a result, investments in these businesses may not achieve the anticipated strategic, operational, or financial benefits.
In addition, our Scale51 strategy may involve acquiring ownership interests through milestone-based investments that occur over multiple periods. These structures may require us to commit capital over time while the underlying business is still developing, and the anticipated milestones may not be achieved within expected timeframes or at all. If these milestones are not achieved, or if the underlying businesses do not perform as expected, our investment returns and strategic objectives could be adversely affected.
Our ability to successfully execute this strategy will depend on a number of factors, including our ability to identify suitable investment opportunities, conduct effective due diligence, negotiate favorable transaction terms, integrate acquired businesses, and support the growth and operations of the companies in which we invest. We may also be required to commit additional capital to support the operations, development, or commercialization activities of these companies, and such capital may not be available on acceptable terms or at all.
If our Scale51 strategy is not successfully implemented, or if the companies in which we invest fail to perform as anticipated, our business, financial condition, results of operations, and prospects could be materially adversely affected.
Our investments in companies located in Israel expose us to risks related to geopolitical instability, armed conflict, and regional security conditions.
As part of our strategic initiatives, including the Scale51 investment model implemented through EZRA International Group, we may invest in or acquire ownership interests in technology companies located in Israel. Israel has historically experienced periods of geopolitical instability, armed conflict, and security threats involving neighboring states and non-state actors. In recent years, tensions between Israel and Iran and their respective regional allies have escalated, including military operations, missile attacks, cyber operations, and other forms of conflict.
Military conflicts, acts of terrorism, cyberattacks, or other hostilities involving Israel or the broader Middle East region could disrupt the operations of companies located in Israel or otherwise adversely affect their business activities. Such events could result in damage to infrastructure, interruption of business operations, workforce disruptions due to military mobilization, delays in research and development activities, supply chain interruptions, restrictions on travel or transportation, or limitations on access to capital markets.
In addition, geopolitical instability may negatively impact economic conditions, investor sentiment, and capital availability in Israel and the broader region. Companies operating in Israel may experience increased operating costs, reduced access to financing, regulatory changes, or other operational challenges during periods of conflict or heightened security conditions.
To the extent that we invest in or acquire companies located in Israel, our business, financial condition, results of operations, and prospects could be materially adversely affected by geopolitical developments, armed conflict, or other security-related disruptions in the region.
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The Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able to acquire other assets or businesses.
The Company expects to encounter intense competition from other entities having a business objective similar to ours, which are also competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, financial and other resources. While the Company believes that there are numerous potential target businesses that it could acquire, the Company’s ability to compete in acquiring certain sizable target businesses might be limited if the Company’s limited financial resources are less than that of its competitors. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.
To date, much of our capital for acquiring and operating insurance agencies comes from loans from unaffiliated lenders, from direct market capital raises or funds provided by an affiliate. We may be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we would be compelled to restructure or existing business and/or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business.
We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail.
We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts at one financial institution. The balance held in these accounts exceeds the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $250,000. If the financial institution in which we hold such funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our short-term liquidity and ability to meet our operating expense obligations, including payroll obligations.
For example, on March 10, 2023, Silicon Valley Bank, or SVB, and Signature Bank, were closed by state regulators and the FDIC was appointed receiver for each bank. The FDIC created successor bridge banks and all deposits of SVB and Signature Bank were transferred to the bridge banks under a systemic risk exception approved by the United States Department of the Treasury, the Federal Reserve and the FDIC. If the financial institution in which we hold funds for working capital and operating expenses were to fail, we cannot provide any assurances that such governmental agencies would take action to protect our uninsured deposits or investments in a similar manner.
Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business.
Our success depends on our ability to attract and retain skilled and experienced personnel. There is significant competition from within the insurance industry and from businesses outside the industries for exceptional employees, especially in key positions. If we are not able to successfully attract, retain and motivate our employees, our business, financial results and reputation could be materially and adversely affected.
Losing employees who manage or support substantial customer relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete customer engagements, which would adversely affect our results of operations. Also, if any of our key personnel were to join an existing competitor or form a competing company, some of our customers could choose to use the services of that competitor instead of our services. While our key personnel are generally prohibited by contract from soliciting our employees and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us.
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In addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key executives. We cannot guarantee that the services of these executives will continue to be available to us. The loss of our senior leaders or other key personnel, or our inability to continue to identify, recruit and retain such personnel, or to do so at reasonable compensation levels, could materially and adversely affect our business, results of operations, cash flows and financial condition.
Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us.
Our growth strategy partially includes the acquisition of other insurance intermediaries. Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems. Integrated, acquired businesses may not achieve levels of revenues or profitability comparable to our existing operations, or otherwise perform as expected. In addition, we compete for acquisition and expansion opportunities with firms and banks that may have substantially greater resources than we do. Acquisitions also involve a number of special risks, such as diversion of management’s attention; difficulties in the integration of acquired operations and retention of personnel; increase in expenses and working capital requirements, which could reduce our return on invested capital; entry into unfamiliar markets or lines of business; unanticipated problems or legal liabilities; estimation of the acquisition earn-out payables; and tax and accounting issues, some or all of which could have a material adverse effect on our results of operations, financial condition and cash flows. Post-acquisition deterioration of operating performance could also result in lower or negative earnings contribution and/or goodwill impairment charges.
A cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could adversely affect our business, financial condition, and reputation.
We rely on information technology and third-party vendors to provide effective and efficient service to our customers, process claims, and timely and accurately report information to carriers which often involves secure processing of confidential sensitive, proprietary, and other types of information. Cybersecurity breaches of any of the systems we rely on may result from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering, physical breaches, or other actions, any of which could expose us to data loss, monetary and reputational damages and significant increases in compliance costs. An interruption of our access to, or an inability to access, our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. If sustained or repeated, such a business interruption, system failure or service denial could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions. We have from time-to-time experienced cybersecurity breaches, such as computer viruses, unauthorized parties gaining access to our information technology systems and similar incidents, which to date have not had a material impact on our business.
Additionally, we are an acquisitive organization and the process of integrating the information systems of the businesses we acquire is complex and exposes us to additional risk as we might not adequately identify weaknesses in the targets’ information systems, which could expose us to unexpected liabilities or make our own systems more vulnerable to attack. In the future, any material breaches of cybersecurity, or media reports of the same, even if untrue, could cause us to experience reputational harm, loss of clients and revenue, loss of proprietary data, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard clients’ information or financial losses. Such losses may not be insured against or not fully covered through insurance we maintain.
Rapid technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business and operating results.
Frequent technological changes, new products and services and evolving industry standards are influencing the insurance businesses. The Internet, for example, is increasingly used to securely transmit benefits, property and personal information, and related information to customers and to facilitate business-to-business information exchange and transactions.
We are continuously taking steps to upgrade and expand our information systems capabilities. Maintaining, protecting, and enhancing these capabilities to keep pace with evolving industry and regulatory standards, and changing customer preferences, requires an ongoing commitment of significant resources. If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers, or suffer other adverse consequences.
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Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results.
We are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. These laws apply to transfers of information among our affiliates, as well as to transactions we enter into with third party vendors. These and similar initiatives around the world could increase the cost of developing, implementing, or securing our servers and require us to allocate more resources to improved technologies, adding to our information technology and compliance costs. In addition, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. The enactment of more restrictive laws, rules, regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability.
Because our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition.
A significant portion of our insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois. The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could adversely affect our financial condition, results of operations and cash flows. We are susceptible to losses and interruptions caused by hurricanes or other weather conditions, and other possible events such as terrorist acts and other natural or man-made disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or may not continue to be available at commercially reasonable rates and terms.
If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may be adversely affected.
The Oak Street credit agreements, in the aggregate principal amount of $5,101,266 and $11,060,319, as of December 31, 2025 and 2024, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The credit agreements also contain provisions which cause a “cross default” if we default our obligations under other material contracts to which we are parties. The credit agreements contain customary and usual events of default, including, subject to certain specified cure periods and notice requirements, the Company’s or one of its subsidiaries’ failure to comply with the covenants therein. Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness. As of December 31, 2025, the Company is in compliance with all its financial covenants.
Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities.
The restrictive covenants in our debt agreements may impact how we operate our business and prevent us from engaging in certain potentially beneficial activities. Among other covenants, our debt agreements require us to maintain a minimum ratio of EBITDA, adjusted for certain transaction-related items (“Covenant EBITDA”), to interest expense and a maximum ratio of net indebtedness to Covenant EBITDA. Our compliance with these covenants could limit management’s discretion in operating our business and could prevent us from engaging in certain potentially beneficial activities.
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There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our financial position and results of operations and therefore our business.
The preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses, and income. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the values of assets, liabilities, revenues, expenses and income, and could have a material adverse effect on our financial position, results of operations and cash flows.
Improper disclosure of confidential information could negatively impact our business.
We are responsible for maintaining the security and privacy of our customers’ confidential and proprietary information and the personal data of their employees. We have put in place policies, procedures and technological safeguards designed to protect the security and privacy of this information; however, we cannot guarantee that this information will not be improperly disclosed or accessed. Disclosure of this information could harm our reputation and subject us to liability under our contracts and laws that protect personal data, resulting in increased costs or loss of revenues.
Our business, results of operations, financial condition and liquidity may be materially adversely affected by certain actual and potential claims, regulatory actions and proceedings.
We are subject to various actual and potential claims, regulatory actions and other proceedings including those relating to alleged errors and omissions in connection with the placement or servicing of insurance and/or the provision of services in the ordinary course of business, of which we cannot, and likely will not be able to, predict the outcome with certainty. Because we often assist customers with matters involving substantial amounts of money, including the placement of insurance and the handling of related claims that customers may assert, errors and omissions claims against us may arise alleging potential liability for all or part of the amounts in question. Also, the failure of an insurer with whom we place business could result in errors and omissions claims against us by our customers, which could adversely affect our results of operations and financial condition. Claimants may seek large damage awards, and these claims may involve potentially significant legal costs, including punitive damages. Such claims, lawsuits and other proceedings could, for example, include claims for damages based upon allegations that our employees or sub-agents failed to procure coverage, report claims on behalf of customers, provide insurance companies with complete and accurate information relating to the risks being insured or appropriately apply funds that we hold for our customers on a fiduciary basis. In addition, given the long-tail nature of professional liability claims, errors and omissions matters can relate to matters dating back many years. Where appropriate, we have established provisions against these potential matters that we believe to be adequate in the light of current information and legal advice, and we adjust such provisions from time to time according to developments.
While most of the errors and omissions claims made against us (subject to our self-insured deductibles) have been covered by our professional indemnity insurance, our business, results of operations, financial condition and liquidity may be adversely affected if, in the future, our insurance coverage proves to be inadequate or unavailable, or if there is an increase in liabilities for which we self-insure. Our ability to obtain professional indemnity insurance in the amounts and with the deductibles we desire in the future may be adversely impacted by general developments in the market for such insurance or our own claims experience. In addition, regardless of monetary costs, these matters could have a material adverse effect on our reputation and cause harm to our carrier, customer or employee relationships, or divert personnel and management resources.
Our business could be adversely impacted by inflation.
Increases in inflation may have an adverse effect on our business. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. Continuing increases in inflation could impact the overall demand for our products, our costs for labor, material and services, and the margins we are able to realize on our products, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation may also result in higher interest rates, which in turn would result in higher interest.
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Risks Related to the Insurance Industry
We may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets.
The insurance intermediary business is highly competitive and we actively compete with numerous firms for customers, properties and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing, and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers. In addition, and to the extent that banks, securities firms, private equity companies, and insurance companies affiliate, the financial services industry may experience further consolidation, and we therefore may experience increased competition from insurance companies and the financial services industry, as a growing number of larger financial institutions increasingly, and aggressively, offer a wider variety of financial services, including insurance intermediary services.
Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced insurer capacity.
Our results of operations depend on the continued capacity of insurance carriers to underwrite risk and provide coverage, which depends in turn on those insurance companies’ ability to procure reinsurance. Capacity could also be reduced by insurance companies failing or withdrawing from writing certain coverages that we offer to our customers. We have no control over these matters. To the extent that reinsurance becomes less widely available or significantly more expensive, we may not be able to procure the amount or types of coverage that our customers desire and the coverage we are able to procure for our customers may be more expensive or limited.
Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected effects on our results of operations.
Our commission income (including profit-sharing contingent commissions and override commissions) can vary quarterly or annually due to the timing of policy renewals and the net effect of new and lost business production. We do not control the factors that cause these variations. Specifically, customers’ demand for insurance products can influence the timing of renewals, new business, and lost business (which includes policies that are not renewed), and cancellations. In addition, we rely on insurance companies for the payment of certain commissions. Because these payments are processed internally by these insurance companies, we may not receive a payment that is otherwise expected from a particular insurance company in a particular quarter or year until after the end of that period, which can adversely affect our ability to forecast these revenues and therefore budget for significant future expenditures. Quarterly and annual fluctuations in revenues based upon increases and decreases associated with the timing of new business, policy renewals and payments from insurance companies may adversely affect our financial condition, results of operations and cash flows.
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Profit-sharing contingent commissions are special revenue-sharing commissions paid by insurance companies based upon the profitability, volume and/or growth of the business placed with such companies generally during the prior year. Override commissions are paid by insurance companies based upon the volume of business that we place with them and are generally paid over the course of the year. Because profit-sharing contingent commissions and override commissions affect our revenues, any decrease in their payment to us could adversely affect our results of operations, profitability, and our financial condition.
Our business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations.
The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities. Certain of our offices are parties to profit-sharing contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. Additionally, to a lesser extent, some of our offices are parties to override commission agreements with certain insurance companies, which provide for commission rates in excess of standard commission rates to be applied to specific lines of business, such as group health business, and which are based primarily on the overall volume of business that such office or offices placed with those insurance companies. The legislatures of various states may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds. Various state departments of insurance may also adopt new regulations addressing these matters which could adversely affect our results of operations.
Risk of lack of knowledge in distant geographic markets
Although the Company intends to focus its investments in locations with which we are generally familiar, the Company runs a risk of experiencing underwriting challenges or issues associated with a lack of familiarity in some markets. Each market has nuances and idiosyncrasies that affect values, marketability, desirability, and demand for individual assets that may not be easily understood from afar. While we believe we can effectively mitigate these risks in a myriad of ways, there is no guarantee that investments in any geographic market will perform as expected.
Potential liability or other expenditures associated with potential environmental contamination may be costly.
Various federal, state, and local laws subject multifamily residential community owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present in the land or buildings of a multifamily residential community. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos, among other materials. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with investigation and remediation actions, damages to natural resources and for potential fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or personal injury, disease, disability or other infirmities related to the alleged presence of hazardous materials at a multifamily residential community. In addition to potential environmental liabilities or costs associated with our current multifamily residential communities, we may also be responsible for such liabilities or costs associated with communities we acquire or manage in the future, or multifamily residential communities we no longer own or operate.
We compete in a highly regulated industry, which may result in increased expenses or restrictions on our operations.
We conduct business in several states of the United States of America and are subject to comprehensive regulation and supervision by government agencies in each of those states. The primary purpose of such regulation and supervision is to provide safeguards for policyholders rather than to protect the interests of our shareholders, and it is difficult to anticipate how changes in such regulation would be implemented and enforced. As a result, such regulation and supervision could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties.
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The laws of the various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing of entities to transact business, licensing of agents, admittance of assets, regulating premium rates, approving policy forms, regulating unfair trade and claims practices, determining technology and data protection requirements, establishing reserve requirements and solvency standards, requiring participation in guarantee funds and shared market mechanisms, and restricting payment of dividends. Also, in response to perceived excessive cost or inadequacy of available insurance, states have from time to time created state insurance funds and assigned risk pools, which compete directly, on a subsidized basis, with private insurance providers. We act as agents and brokers for such state insurance funds and assigned risk pools in Michigan as well as certain other states. These state funds and pools could choose to reduce the sales or brokerage commissions we receive. Any such reductions, in a state in which we have substantial operations could affect the profitability of our operations in such state or cause us to change our marketing focus.
Further, state insurance regulators and the NAIC continually re-examine existing laws and regulations, and such re-examination may result in the enactment of insurance-related laws and regulations, or the issuance of interpretations thereof, that adversely affect our business. Certain federal financial services modernization legislation could lead to additional federal regulation of the insurance industry in the coming years, which could result in increased expenses or restrictions on our operations.
Other legislative developments that could adversely affect us include: changes in our business compensation model as a result of regulatory developments (for example, the Affordable Care Act); and federal and state governments establishing programs to provide health insurance or, in certain cases, property insurance in catastrophe-prone areas or other alternative market types of coverage, that compete with, or completely replace, insurance products offered by insurance carriers. Also, as climate change issues become more prevalent, the U.S. and foreign governments are beginning to respond to these issues. This increasing governmental focus on climate change may result in new environmental regulations that may negatively affect us and our customers. This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers incurring additional compliance costs that get passed on to us. These costs may adversely impact our results of operations and financial condition.
Although we believe that we are in compliance in all material respects with applicable local, state, and federal laws, rules and regulations, there can be no assurance that more restrictive laws, rules, regulations or interpretations thereof, will not be adopted in the future that could make compliance more difficult or expensive.
Risks Related to Investing in our Securities
We may experience volatility in our stock price that could affect your investment.
The market price of our common stock may be subject to significant fluctuations in response to various factors, including quarterly fluctuations in our operating results; changes in securities analysts’ estimates of our future earnings; changes in securities analysts’ predictions regarding the short-term and long-term future of our industry; changes to the tax code; and our loss of significant customers or significant business developments relating to us or our competitors. Our common stock’s market price also may be affected by our inability to meet stock analysts’ earnings and other expectations. Any failure to meet such expectations, even if minor, could cause the market price of our common stock to decline. In addition, stock markets have generally experienced a high level of price and volume volatility, and the market prices of equity securities of many listed companies have experienced wide price fluctuations not necessarily related to the operating performance of such companies. These broad market fluctuations may adversely affect our common stock’s market price. In the past, securities class action lawsuits frequently have been instituted against companies following periods of volatility in the market price of such companies’ securities. If any such litigation is initiated against us, it could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.
Our shares of common stock are currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equity requirement, Nasdaq may take steps to delist our common stock. Any delisting would likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so.
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Any perception that we may not comply with Nasdaq continued listing requirements or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock.
If we fail to satisfy Nasdaq’s continued listing requirements, including the requirement to maintain a minimum market value of listed securities of $5 million, our common stock may be delisted, which could adversely affect the liquidity and market price of our securities.
Our common stock is currently listed on the Nasdaq Capital Market. Nasdaq imposes a number of continued listing requirements on issuers, including requirements relating to minimum stockholders’ equity, minimum bid price, public float, and the market value of listed securities. If we fail to satisfy any of these continued listing standards, Nasdaq may take steps to delist our common stock.
Nasdaq has established, and may from time to time modify, continued listing standards that include a requirement that a company maintain a minimum market value of listed securities of $5 million. If the market value of our listed securities were to fall below $5 million for a sustained period, we could be determined to be out of compliance with Nasdaq’s continued listing requirements. In such event, Nasdaq may provide us with notice of non-compliance and, depending on the circumstances and applicable rules, may initiate delisting proceedings.
If our common stock were to be delisted from Nasdaq, trading of our common stock could be conducted in the over-the-counter market, including on the OTC Markets or other quotation systems. Trading in the over-the-counter market is generally characterized by decreased trading volume, greater price volatility, and reduced liquidity compared to trading on a national securities exchange. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for, our securities.
In addition, the delisting of our common stock from Nasdaq could materially adversely affect our ability to raise additional capital, could result in reduced analyst coverage and investor interest in our securities, and could negatively impact the perception of our company’s financial condition and prospects. Any of these factors could cause the market price of our common stock to decline and could materially and adversely affect our business, financial condition, and results of operations.
The Company’s CEO has common stock equity and debt interests.
As of March 10, 2026, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.1% of the Company’s common stock, consisting of 659,780 common shares.
We have entered into a revolving credit facility with an entity beneficially owned by our Chief Executive Officer, which creates conflicts of interest and may adversely affect our liquidity and financial condition. We are party to a revolving credit facility with YES Americana Group, LLC, an entity beneficially owned by our Chief Executive Officer, pursuant to which Americana has agreed to provide up to $2.0 million of unsecured financing to us. Although the facility bears a below-market interest rate and provides flexibility for working capital and acquisition-related costs, it creates conflicts of interest because our Chief Executive Officer has an interest in the lender that may differ from the interests of our stockholders. The terms of this arrangement, including availability, maturity, and repayment provisions, may not reflect those that could have been obtained from an unaffiliated third party. In addition, amounts outstanding under the facility are payable upon maturity or earlier acceleration following an event of default, which could require us to use cash that otherwise would be available for operations or strategic initiatives. Any inability to repay or refinance amounts outstanding under this facility could adversely affect our liquidity, financial condition, and results of operations.
Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEO and Chairman of the Board, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The loans by Oak Street immediately mature and become due and payable if the Company fails to comply with these provisions, subject to certain notice and/or cure periods.
Broad discretion of management.
Any person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective acquisition. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of acquisitions. There can be no assurance that determinations made by the Company’s management will permit us to achieve the Company’s business objectives.
Future sales or other dilution of our equity could adversely affect the market price of our common stock.
We grow our business organically as well as through acquisitions. One method of acquiring companies or otherwise Companying our corporate activities is through the issuance of additional equity securities. The issuance of any additional shares of common or of preferred stock or convertible securities could be substantially dilutive to holders of our common stock. Moreover, to the extent that we issue restricted stock units, performance stock units, options or warrants to purchase shares of our common stock in the future and those options or warrants are exercised or as the restricted stock units or performance stock units vest, our stockholders may experience further dilution. Holders of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur.
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The price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive prices.
The trading price of our common stock may fluctuate widely as a result of a number of factors, including the risk factors described above many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:
| ● | General economic and political conditions such as recessions, economic downturns and acts of war or terrorism; | |
| ● | Quarterly variations in our operating results; | |
| ● | Seasonality of our business cycle; | |
| ● | Changes in the market’s expectations about our operating results; | |
| ● | Our operating results failing to meet the expectation of securities analysts or investors in a particular period; | |
| ● | Changes in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or financial services industries in general; | |
| ● | Operating and stock price performance of other companies that investors deem comparable to us; | |
| ● | News reports relating to trends in our markets, including any expectations regarding an upcoming “hard” or “soft” market; | |
| ● | Cyberattacks and other cybersecurity incidents; | |
| ● | Changes in laws and regulations affecting our business; | |
| ● | Material announcements by us or our competitors; | |
| ● | The impact or perceived impact of developments relating to our investments, including the possible perception by securities analysts or investors that such investments divert management attention from our core operations; | |
| ● | Market volatility; | |
| ● | A negative market reaction to announced acquisitions; | |
| ● | Competitive pressures in each of our divisions; | |
| ● | General conditions in the insurance brokerage and insurance industries; | |
| ● | Legal proceedings or regulatory investigations; | |
| ● | Sales of substantial amounts of common shares by our directors, executive officers or significant stockholders or the perception that such sales could occur. | |
| ● | Stockholder class action lawsuits may be instituted against us following a period of volatility in our stock price. Any such litigation could result in substantial cost and a diversion of management’s attention and resources. |
Possible issuance of additional securities.
As of December 31, 2025, our Articles of Incorporation authorized the issuance of 2,000,000,000 shares of common stock, par value $0.086 per share. As of December 31, 2025, we had 10,644,124 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
We could be negatively impacted by cybersecurity attacks.
We may use a variety of information technology systems in the ordinary course of business, which are potentially vulnerable to unauthorized access, computer viruses and cyberattacks, including cyberattacks to our information technology infrastructure and attempts by others to gain access to our propriety or sensitive information, and ranging from individual attempts to advanced persistent threats. The risk of such a security breach or disruption has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased and will likely continue to increase in the future. The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents. The results of these incidents could include disrupted operations, misstated or unreliable financial data, theft of trade secrets or other intellectual property, liability for disclosure of confidential customer, supplier or employee information, increased costs arising from the implementation of additional security protective measures, regulatory enforcement litigation and reputational damage, which could materially adversely affect our financial condition, business and results of operations. These risks require continuous and likely increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address them and provide periodic training for employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective. Additionally, the cost of maintaining and improving such systems and processes, procedures and internal controls may increase from its current level. Potential sources for disruption, damage or failure of our information technology systems include, without limitation, computer viruses, security breaches, human error, cyberattacks, natural disasters and defects in design. Additionally, we rely on third party service providers for certain aspects of our business. We can provide no assurance that the networks and systems that our third party vendors have established or use will be effective. Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets, financial institutions, or other businesses, including vendors, software creators, cybersecurity service providers, and other third parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.
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We are subject to a variety of federal, state, and international laws and other obligations regarding data protection.
We are subject to a variety of federal, state, and international laws and other obligations regarding data protection. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing domestic and international requirements may cause us or our businesses to incur substantial costs or require us or one of our businesses to change its business practices. Any failure by us to comply with our own privacy policy, applicable association rules, or with other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others.
Dividends unlikely.
The Company does not expect to pay dividends for the foreseeable future. The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted. It is the Company’s expectation that future management following a business combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.
Speculative Nature of Warrants.
Warrants offered in our various equity offerings do not confer any rights of common stock ownership on their holders, such as voting rights, and could limit the rights to receive dividends, they rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Moreover, following these offerings, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.
State blue sky registration; potential limitations on resale of the Company’s common stock
The holders of the Company’s shares of common stock registered under the Securities Exchange Act of 1934, as amended (the “Securities Act”) and those persons who desire to purchase them in any trading market that may develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.
Changes in tax laws could materially affect our financial condition, results of operations and cash flows.
The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. For example, the Inflation Reduction Act (the “IRA”) was signed into law on August 16, 2022 and was effective beginning in fiscal 2023. The IRA imposes a 15% minimum tax for large corporations on global adjusted financial statement income for tax years beginning after December 31, 2022, and a 1% excise tax on certain share repurchases occurring after December 31, 2022. We do not currently expect that the IRA will have a material impact on our income tax liability, but will continue to monitor this change in future periods. We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
Expectations of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
There is an increasing focus from certain investors, customers and other key stakeholders concerning corporate responsibility, specifically related to environmental, social and governance (“ESG”) factors. We expect that an increased focus on ESG considerations will affect some aspects of our operations, particularly as we expand into new geographic markets. There are a number of constituencies that are involved in a range of ESG issues, including investors, special interest groups, public and consumer interest groups and third-party service providers. As a result, there is an increased emphasis on corporate responsibility ratings and several third parties provide reports on companies to measure and assess corporate responsibility performance. In addition, the ESG factors by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We risk damage to our brand and reputation if our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In the future, we may be required to make substantial investments in matters related to ESG which could require significant investment and impact our results of operations. Any failure in our decision-making or related investments in this regard could affect consumer perceptions as to our brand. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.
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Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
The cybersecurity risk management program, processes, and strategy described in this section are limited to the personal and business information belonging to or maintained by the Company (collectively, “Confidential Information”), our own third-party critical systems and services supporting or used by the Company (collectively, “Critical Systems”), and service providers.
Our contemplated cybersecurity risk management program shall include:
| ● | risk assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader enterprise IT environment; | |
| ● | ||
| ● | cybersecurity awareness and spear-phishing resistance training of our employees, and senior management; | |
| ● | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and | |
| ● | a vendor management policy for service providers. |
Our executive management team, along with our managed information technology service provider, is responsible for assessing and managing risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.
Our management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.
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Our Board receives periodic reports from management (as deemed applicable) on our cybersecurity risks and cybersecurity risk management program.
Item 2. Properties
Below is a schedule of the properties we currently occupy:
| Entity Name | Location | Own/Lease | Description | Approx. Sq. Footage | Lease Term | Monthly Rent in USD | ||||||||||
| Southwestern Montana Insurance Center | Belgrade, Montana | Lease | Office Building | 6,000 | 4/2024–3/2028 | $ | 7,500 | |||||||||
| Altruis Benefits Consultants | Bingham Farms, MI | Lease | Office Building | 1,767 | 6/2021–8/2027 | $ | 4,295 | |||||||||
| Reliance Global Group, Inc. | Lakewood, NJ | Lease | Office Building | 4,436 | 6/2021–3/2029 | $ | 8,999 | |||||||||
| Reliance Global Group, Inc. | Suffern, NY | Lease | Office Building | 9/2022–8/2026 | $ | 2,000 | ||||||||||
| RELI Exchange | Schaumburg, IL | Lease | Office Building | 4/2022–07/2028 | $ | 3,677 | ||||||||||
Item 3. Legal Proceedings
We are not currently a party to any material legal proceedings. From time to time, we may become involved in litigation or legal proceedings relating to claims arising from the ordinary course of business.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the NASDAQ Capital Market under the symbol “EZRA”, and our warrants to purchase common stock are listed on the NASDAQ Capital Market under the symbol “EZRAW.”
Holders of Record
As of March 10, 2025, there were approximately 520 holders of record of our ordinary shares, although there is a much larger number of beneficial owners.
Dividends
The Company has not historically paid regular cash dividends on our Common Stock. On September 26, 2025, our Board of Directors declared a one-time special cash dividend of $0.03 per share on our outstanding Common Stock, which was paid on December 2, 2025. Other than this special dividend, we do not currently expect to pay dividends for the foreseeable future. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements, overall financial condition, and other factors that our board of directors deems relevant. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted. It is the Company’s expectation that future management following a business combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
Equity Incentive Plans
Since 2019, the Company has adopted, the Reliance Global Group, Inc. 2019 Equity Incentive Plan, 2023 Equity Incentive Plan, 2024 Equity Incentive Plan, 2024 Omnibus Incentive Plan and the 2025 Equity Incentive Plan (collectively, the “Plans”). The purpose of the Plans is to provide a means through which the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders. The Plans provide for various stock-based incentive awards, including incentive and non-qualified stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards. The Plans each, respectively, terminate 10 years after each becoming effective, unless terminated earlier by the Board of Directors.
A total of 3,167,451 shares of Common Stock were reserved for issuance under the Plans, and as of December 31, 2025 there remain 118,503 shares available for issuance.
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The following table gives information about the Company’s common stock that may be issued upon the exercise of options granted to employees, directors and consultants under its Plans as of December 31, 2025, which had outstanding grants and remaining unissued shares, taking into account issuance of restricted stock to officers and directors, as follows:
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | - | - | 118,503 | |||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | - | - | 118,503 | |||||||||
Issuer Repurchases of Equity Securities
None.
Recent Sales of Unregistered Securities and Use of Proceeds
There have been no new sales of unregistered securities during the period covered by this Annual Report that have not been previously disclosed.
Use of Proceeds from Registered Securities
Not applicable
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Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Reliance Global Group, Inc. operates as a holding company that acquires, owns, and actively manages insurance distribution and technology-oriented businesses. Historically, the Company’s primary operations have consisted of the ownership and operation of wholesale and retail insurance agencies and related InsurTech platforms, including RELI Exchange and 5MinuteInsure.com.
During 2025, the Company undertook a series of portfolio and capital structure initiatives, including the sale of certain insurance brokerage assets, repayment of a significant portion of its outstanding indebtedness, and access to additional equity capital through committed facilities and public offerings. These actions were intended to streamline operations, strengthen the balance sheet, and support future growth initiatives.
In January 2026, the Company launched EZRA International Group and introduced its Scale51 structured acquisition model, under which the Company may pursue majority ownership positions in technology-driven businesses. The Company intends to continue operating its insurance platform as its foundational cash flow base while selectively evaluating expansion opportunities consistent with its holding company framework.
The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Annual Report.
Recent Developments
Strategic Investment Initiatives
In January 2026, the Company launched EZRA International Group and introduced its Scale51 operating model, under which the Company intends to pursue majority ownership positions in technology-driven businesses while continuing to operate its insurance brokerage and InsurTech platforms as its operational base.
On February 23, 2026, the Company completed the initial closing of its investment in Enquantum Ltd., a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, acquiring approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The Share Purchase Agreement provides for additional milestone-based tranche investments that, if completed, would increase the Company’s ownership to 51%. Future funding of these milestone tranches will require additional capital deployment by the Company. The timing and magnitude of such future investments remain subject to milestone achievement or waiver and the Company’s capital allocation decisions. The Company continues to evaluate additional potential investments consistent with its holding company strategy; however, there can be no assurance that any additional transactions will be completed.
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Digital Asset Treasury Strategy
In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives. As of December 31, 2025, the Company held digital assets reflected on its consolidated balance sheet. Digital asset holdings are subject to market price volatility, which may impact future results of operations. The Company evaluates digital asset allocations alongside other capital deployment opportunities, including operating investments and strategic acquisitions.
Portfolio Realignment and Debt Reduction
During 2025, the Company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions (“EBS”) and US Benefits Alliance (“USBA”) businesses. Aggregate proceeds from these transactions were used in part to reduce outstanding indebtedness. In July 2025, the Company repaid approximately $5.0 million of its Oak Street long-term debt and subsequently made an additional repayment following the EBS and USBA asset sale. These actions reduced the Company’s leverage and ongoing interest expense entering 2026.
Termination of Spetner Acquisition
In July 2025, the previously announced Stock Exchange Agreement relating to the proposed acquisition of Spetner Associates, Inc. was terminated. In connection with the termination, the Company expensed previously issued non-refundable equity prepayments associated with the contemplated transaction. The Company has no ongoing obligations under the terminated agreement.
Capital Markets Activity
In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement under which it may offer and sell shares of its common stock from time to time pursuant to an effective shelf registration statement, subject to regulatory limitations and market conditions. During the year ended December 31, 2025, the Company generated approximately $2.2 million in net proceeds from sales under the ATM program.
Also in August 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to specified limitations and conditions. As of December 31, 2025, capacity remained available under the facility.
Subsequent to year-end, on January 29, 2026, the Company completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. The Company intends to use the net proceeds for working capital, strategic initiatives, and general corporate purposes.
Nasdaq Minimum Bid Price Notice
On December 12, 2025, the Company received a notification from The Nasdaq Stock Market indicating that the closing bid price of its common stock had been below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) for 30 consecutive business days. The notice has no immediate effect on the listing of the Company’s common stock. The Company has 180 calendar days to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance. If the Company does not regain compliance within the initial 180-day period, but meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market (other than the minimum bid price requirement), and provides written notice of its intention to cure the deficiency during a second compliance period, including, if necessary, by effecting a reverse stock split, the Company may be eligible for an additional 180 calendar day compliance period. There can be no assurance that the Company will regain compliance within the applicable compliance period.
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Non-GAAP Measure
The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of Operations”.
We exclude the following items, and the following items define our non-GAAP financial measure AEBITDA:
| ● | Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Goodwill and/or asset impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Equity-based compensation: Non-cash compensation provided to employees, directors and third parties, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance. | |
| ● | Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Other (income) expense, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and these amounts are excluded as unrelated to core operations of the company. | |
| ● | Gain on sale: This account includes gains on sale from certain agency divestitures that occurred in the period which are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. These costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the previously disclosed discontinued operations and is excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Unrealized and realized gains (losses) on digital assets, net: This account includes unrealized and realized gains and losses from digital assets and is thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. |
Refer to the reconciliation of net (loss) income to AEBITDA, illustrated below in tabular format.
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Results of Operations
Comparison of the year ended December 31, 2025, to the year ended December 31, 2024
The following table sets forth our revenue and expenses for each of the years presented and provides insight into the value and percentage changes:
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS ANALYTICS
| December 31, 2025 | December 31, 2024 | Value Fluctuation | Percent Fluctuation | Explanations | ||||||||||||||
| Commission Income (“CI”) | $ | 12,430,959 | $ | 14,054,361 | $ | (1,623,402 | ) | -12 | % | CI fluctuation primarily attributable to portfolio realignments during 2025, including the assets sales of Fortman Insurance Services (“FIS”), Employee Benefits Solutions (“EBS”), and U.S. Benefits Alliance (“USBA”), which reduced commission revenue generated by those operations. | ||||||||
| Commission Expense (“CE”) | 4,614,690 | 4,189,599 | 425,091 | 10 | % | Increased CE primarily reflects higher commissions associated with increased sales activity in certain of the Company’s operations, as well as general market-driven increases in commission rates across the insurance sector | ||||||||||||
| Salaries and wages (“S&W”) | 10,308,197 | 7,226,810 | 3,081,387 | 43 | % | Increased S&W primarily due to non-cash share-based compensation partially offset by elimination of FIS salaries | ||||||||||||
| General and administrative expenses (“G&A”) | 4,910,823 | 4,219,635 | 691,188 | 16 | % | Increased G&A is substantially driven by director non-cash equity awards offset by OneFirm efficiencies and overall leaner operations. | ||||||||||||
| Marketing and advertising expenses (“M&A”) | 278,399 | 357,697 | (79,298 | ) | -22 | % | M&A decrease consistent with Company’s current marketing strategy. | |||||||||||
| Change in estimated acquisition earn-out payables | - | 47,761 | (47,761 | ) | -100 | % | No earn-outs payable in the current period. | |||||||||||
| Depreciation and amortization (“D&A”) | 1,331,846 | 1,786,068 | (454,222 | ) | -25 | % | Decrease pursuant to passage of time as assets become fully amortized and disposition of FIS, EBS, USBA assets. | |||||||||||
| Asset impairment | - | 3,922,110 | (3,922,110 | ) | -100 | % | No impaired assets during the current period. | |||||||||||
| Total operating expenses | 21,443,955 | 21,749,680 | (305,725 | ) | -1 | % | ||||||||||||
| - | ||||||||||||||||||
| Loss from operations | (9,012,996 | ) | (7,695,319 | ) | (1,317,677 | ) | 17 | % | ||||||||||
| - | ||||||||||||||||||
| Other income (expense) | - | |||||||||||||||||
| Interest expense | (991,081 | ) | (1,442,808 | ) | 451,727 | -31 | % | Decrease per the portfolio realignments and payoff on the majority of loan balances. | ||||||||||
| Interest (expense) related parties | (52,193 | ) | (140,802 | ) | 88,609 | -63 | % | Decrease per periodic paydowns on loan balances and payoff on a large loan balance pursuant to the FIS sale. | ||||||||||
| Other income (expense), net | (54,898 | ) | 51,345 | (106,243 | ) | -207 | % | Decrease pursuant primarily to charity expense, and the non-recurrence of certain non-recurring sales of accounts. | ||||||||||
| Recognition and change in fair value of warrant liabilities | - | 156,000 | (156,000 | ) | -100 | % | Decrease pursuant to the redemption of all material derivative warrant liabilities. | |||||||||||
| Gain on sale of business | 3,182,917 | - | 3,182,917 | Increase pursuant to the portfolio realignments and related gain on sale of FIS, EBS, and USBA. | ||||||||||||||
| Unrealized and realized gains (losses) on digital assets, net | (59,505 | ) | - | (59,505 | ) | Digital assets were acquired in the current year, which is the reason for the fluctuation in this account. | ||||||||||||
| Total other (expense) income | 2,025,240 | (1,376,265 | ) | 3,401,505 | -247 | % | ||||||||||||
| Net loss | $ | (6,987,756 | ) | $ | (9,071,584 | ) | $ | 2,083,828 | -23 | % | Fluctuation explained on an account by account basis above. | |||||||
| Non-GAAP Measure | ||||||||||||||||||
| AEBITDA | $ | (1,596,628 | ) | $ | (321,224 | ) | $ | (1,275,404 | ) | 397 | % | Fluctuation primarily driven by lower revenue following the Company’s portfolio realignment transactions during 2025, as well as higher operating costs and higher commission expense associated with increased sales activity within certain of the Company’s remaining operations. | ||||||
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Non-GAAP Reconciliation from Net Loss to AEBITDA
The following table provides a reconciliation from net loss to AEBITDA (adjusted EBITDA) for the years ended December 31, 2025, and December 31, 2024.
| December 31, 2025 | December 31, 2024 | |||||||
| Net income (loss) | $ | (6,987,756 | ) | $ | (9,071,584 | ) | ||
| Adjustments: | ||||||||
| Interest and related party interest expense | 1,043,274 | 1,583,610 | ||||||
| Depreciation and amortization | 1,331,846 | 1,786,068 | ||||||
| Asset impairment | - | 3,922,110 | ||||||
| Equity based compensation, employees, directors and third parties | 5,708,028 | 858,108 | ||||||
| Change in estimated acquisition earn-out payables | - | 47,761 | ||||||
| Other (income) expense, net | - | (51,345 | ) | |||||
| Gain on sale | (3,182,917 | ) | - | |||||
| Transactional costs | 453,686 | 636,494 | ||||||
| Non-standard costs | (22,294 | ) | 123,554 | |||||
| Unrealized and realized gains (losses) on digital assets, net | 59,505 | - | ||||||
| Recognition and change in fair value of warrant liabilities | - | (156,000 | ) | |||||
| Total adjustments | 5,391,128 | 8,750,360 | ||||||
| AEBITDA | $ | (1,596,628 | ) | $ | (321,224 | ) | ||
Liquidity and capital resources
As of December 31, 2025, the Company had a cash balance of approximately $2,731,000, of which approximately $1,416,000 was restricted, and working capital of approximately $1,875,000, compared with a cash balance of approximately $1,798,000, of which approximately $1,425,000 was restricted and working capital of approximately $416,000 as of December 31, 2024.
Inflation
The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.
Off-balance sheet arrangements
We do not have any off-balance sheet arrangements as such term is defined in Regulation S-K.
Cash Flows
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (3,095,000 | ) | $ | (2,515,000 | ) | ||
| Net cash provided by and used in investing activities | 5,328,000 | (83,228 | ) | |||||
| Net cash used in financing activities | (1,300,000 | ) | 1,657,000 | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 934,000 | $ | (941,000 | ) | |||
Operating Activities
Net cash used in operating activities for the year ended December 31, 2025, was approximately $3,095,000, compared to approximately $2,515,000 for the year ended December 31, 2024, representing an increase of cash used in operations of approximately $580,000, or 23%. The 2025 cash used comprises an approximate net loss of $6,988,000 offset by non-cash positive adjustments of approximately $3,893,000. The non-cash adjustments stem from depreciation and amortization of approximately $1,332,000, amortization of debt issuance costs of approximately $31,000, equity-based compensation for employees, directors, and service providers of approximately $5,708,000, non-cash lease expense of approximately $4,000, fair value changes of digital assets of $17,000, and changes in net working capital items in the net amount of approximately $16,000, offset by a non-cash gain on the sales of businesses of approximately $3,183,000.
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Investing Activities
Net cash flows provided by investing activities for the year ended December 31, 2025, was approximately $5,328,000, compared to net cash flows used in investing activities of approximately $83,000 for the year ended December 31, 2024. The 2025 net cash provided comprises of cash spent for the purchase of property, equipment, and intangible assets of $43,000, net cash spent for the investment of digital assets of approximately $126,000 offset by cash received in the sales of businesses of approximately $5,497,000.
Financing Activities.
Net cash used in financing activities for the year ended December 31, 2025, was approximately $1,300,000, as compared to net cash provided by financing activities of $1,657,000 for the year ended December 31, 2024. The 2025 net cash used primarily comprises of cash proceeds from an ATM offering of approximately $2,161,000, from a private placement of shares and warrants of approximately $2,137,000, from common shares issued through an equity line of credit of approximately $823,000, from a related party loan payable of approximately $1,146,000, and from short term financings of $192,000, offset by repayments on debt principal of approximately $5,990,000, on related party loans of approximately $1,188,000, on short term financings of approximately $192,000 and dividends paid of approximately $388,000.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments.
Business acquisitions: Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve significant judgment to determine when control of the acquired entity is transferred. We typically obtain independent third-party valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, and comparable market values. Items involving significant assumptions, estimates, and judgments include the following:
| ● | Debt, including discount rate and timing of payments; | |
| ● | Deferred tax assets, including projections of future taxable income and tax rates; | |
| ● | Fair value of consideration paid or transferred; | |
| ● | Intangible assets, including valuation methodology, estimations of future revenue and costs, and discount rates; |
Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can be reasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods.
Goodwill and intangible assets: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is considered not impaired and we are not required to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its fair value, we would record an impairment loss up to the difference between the carrying value and implied fair value.
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Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting unit requires significant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, and expenses and are developed as part of our long-range planning process. The same estimates are used in business planning, forecasting, and capital budgeting. We test the reasonableness of the output of our long-range planning process by calculating an implied value per share and comparing that to current stock prices, analysts’ consensus pricing, and management’s expectations. These estimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test intangible assets with indefinite lives annually for impairment using a fair value method such as discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, sales volumes, costs, and discount rates.
Income taxes: We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of the applicable year. We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. In recent periods, our results of operations have benefited from increases in the amount of deferred taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to realize. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other jurisdictions. Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future average selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factors that significantly impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.
Revenue recognition: The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company is entitled to receive compensation from an insurance carrier. All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage.
The Company earns additional revenue including contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the carriers (collectively, the “Contingent Commissions”). The Contingent Commissions are earned when the Company achieves the targets established by the insurance carriers. The insurance carriers notify the company when it has achieved the target. The Company only recognizes revenue to the extent that it is probable that a significant reversal of the revenue will not occur.
Equity-based compensation: Equity-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense using the straight-line amortization method over the requisite service period. For performance-based stock awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being achieved. We utilize forecasts of future performance to assess these probabilities and this assessment requires significant judgment.
Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires significant judgment, including estimating stock price volatility and expected option life. We develop these estimates based on historical data and market information which can change significantly over time. A small change in the estimates used can result in a relatively large change in the estimated valuation. We use the Black-Scholes option valuation model to value employee stock options and awards granted under our employee stock purchase plan. We estimate stock price volatility based on our historical volatility implied volatility derived from traded options on our stock.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
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Item 8. Financial Statements and Supplementary Data
See the financial statements filed as part of this Annual Report on Form 10-K as listed under Item 15 below.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of December 31, 2025, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2025, our Company’s internal control over financial reporting was effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders expected to be filed within 120 days of our fiscal 2025 year-end.
Item 11. Executive Compensation
Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders expected to be filed within 120 days of our fiscal 2025 year-end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders expected to be filed within 120 days of our fiscal 2025 year-end.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders expected to be filed within 120 days of our fiscal 2025 year-end.
Item 14. Principal Accounting Fees and Services
Information required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders expected to be filed within 120 days of our fiscal 2025 year-end.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
| Exhibit No. | Description | |
| 1.1 | At The Market Offering Agreement dated as of August 13, 2025 between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on August 14, 2025). | |
| 3.1 | Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). | |
| 3.2 | Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). | |
| 3.3 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 5, 2021 (SEC File No. 333-249381)). | |
| 3.4 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)). | |
| 3.5 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No. 001-40020)). | |
| 3.6 | Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)). | |
| 3.7 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No. 001-40020)). | |
| 3.8 | Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024 (SEC File No. 001-40020)). | |
| 3.9 | Amendment No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025). | |
| 3.10 | Articles of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025. | |
| 4.1 | Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). | |
| 4.2 | Form of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). | |
| 4.3 | Series G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023). | |
| 4.4 | Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023). |
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| 4.5 | Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023). | |
| 4.6 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2025) | |
| 4.7 | Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 23, 2025) | |
| 4.8 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 23, 2025) | |
| 4.9 | Form of Common Warrant (Incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 4.10 | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 4.11 | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 10.1 | Securities Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. dated February 19, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (SEC File No. 333-249381)). | |
| 10.2 | Irrevocable Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). | |
| 10.3 | Lease between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). | |
| 10.4 | Master Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-249381)). | |
| 10.5† | Reliance Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). | |
| 10.6 | Amendment No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). | |
| 10.7 | Form of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). | |
| 10.8 | Purchase Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). | |
| 10.9 | Form of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). | |
| 10.10 | Form of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). | |
| 10.11 | Form of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| 37 |
| 10.12 | Form of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). | |
| 10.13 | Asset Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)). | |
| 10.14 | Form of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). | |
| 10.15 | Form of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). | |
| 10.16 | Asset Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)). | |
| 10.17 | Security Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)) | |
| 10.18† | Employment Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))Ex. 10.3 | |
| 10.19 | Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No. 001-40020)). | |
| 10.20 | Amendment No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023 (SEC File No. 001-40020)). | |
| 10.21† | Promotion Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2023 (SEC File No. 001-40020)). | |
| 10.22 | Securities Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). | |
| 10.23 | Form of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). | |
| 10.24 | Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| 38 |
| 10.25 | Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). | |
| 10.26 | Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). | |
| 10.27 | Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023). | |
| 10.28 | Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023). | |
| 10.29 | Amendment #1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2023). | |
| 10.30† | Reliance Global Group Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix I to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 4, 2023 (File No. 001-40020)). | |
| 10.31 | Inducement Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2023). | |
| 10.32 | Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2023). | |
| 10.33 | Exchange Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 13, 2023). | |
| 10.34 | Third Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2024). | |
| 10.35† | Executive Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2024). | |
| 10.36 | At Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2024). | |
| 10.37 | Reliance Global Group, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-284386) filed on January 21, 2025). | |
| 10.38 | Reliance Global Group, Inc. 2025 Equity Inventive Plan (incorporated by reference to Appendix I to the Definitive Proxy Statement on Schedule 14A filed on April 15, 2025). | |
| 10.39 | Revolving Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). | |
| 10.40 | Revolving Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). | |
| 10.41 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2025) | |
| 10.42 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 23, 2025) | |
| 10.43 | Amendment No. 1 to the Revolving Credit Facility Agreement, dated June 24, 2025, by and among Reliance Global Group, Inc. and YES Americana Group, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 24, 2025). | |
| 10.44 | Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC on June 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 24, 2025) | |
| 10.45 | Asset Purchase Agreement, between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC, dated July 7, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 11, 2025). |
| 39 |
| 10.46 | Common Stock Purchase Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 27, 2025). | |
| 10.47 | Registration Rights Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 27, 2025). | |
| 10.48 | Interim Crypto Purchase Agreement, entered into between the Company and Moshe Fishman, dated September 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2025). | |
| 10.49 | Amendment No. 1 to the Common Stock Purchase Agreement between the Company and White Lion Capital LLC, effective November 5, 2025 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025). | |
| 10.50 | Advisory Agreement, between the Company and Convergence Strategy Partners , LLC, dated November 18, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2025). | |
| 10.51 | Asset Purchase Agreement, between the Company, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC, dated December 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 30, 2025). | |
| 10.52 | Promissory Note, entered into between the Company and Enquantum Ltd., dated January 15, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 21, 2026) | |
| 10.53 | Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.57 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 10.54 | Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.58 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 10.55 | Share Purchase Agreement, entered into between the Company and Enquantum Ltd. Dated February 5, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 10, 2026). | |
| 10.56 | Amendment No. 1 to the Share Purchase Agreement, dated February 19, 2026, entered into between the Company and Enquantum Ltd. (incorporated by reference to Exhibit 10.2 the Current Report on Form 8-K filed by the Company on February 25, 2026) | |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2022). | |
| 19.1 | Insider Trading Policy (contained in Exhibit 14.1 hereto). | |
| 21.1 | List of subsidiaries (Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). | |
| 23.1* | Consent of Urish Popeck & Co., LLC. | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002 | |
| 32.1** | Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith |
| ** | Furnished herewith |
| † | Includes management contracts and compensation plans and arrangements |
ITEM 16. Form 10-K Summary
None.
| 40 |
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025 AND 2024 AND FOR THE YEARS THEN ENDED
| Report of Independent Registered Public Accounting Firm PCAOB ID |
F-2 | |
| Consolidated Balance Sheets | F-4 | |
| Consolidated Statements of Operations | F-5 | |
| Consolidated Statements of Stockholders’ Equity | F-6 | |
| Consolidated Statements of Stockholders’ Equity | F-7 | |
| Consolidated Statements of Cash Flows | F-8 | |
| Notes to the Consolidated Financial Statements | F-9 |
| F-1 |
Report of Independent Registered Public Accounting Firm PCAOB ID 1013
Shareholders and Board of Directors
Reliance Global Group, Inc. and Subsidiaries
Lakewood, New Jersey
Opinion on the Consolidated Financial Statements
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Impairment Evaluation of Goodwill and Long-Lived Assets
Critical Audit Matter Description
As described in Notes 5 to the consolidated financial statements, the Company’s consolidated goodwill and intangible assets balances were $4,786,555 and 6,693,099, and $3,387,980 and $5,423,897 respectively, as of December 31, 2025, and 2024. Management tests goodwill and intangible assets for impairment at least annually, or more frequently should an event or a change in circumstances occur that would indicate the carrying value may be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill and intangible assets associated with the reporting unit. As a result of management’s assessment, the Company did not recognize an impairment charge to goodwill but did recognize an impairment to intangible assets of $0 and $3,922,110 during the years ended December 31, 2025, and 2024.
The principal considerations for our determination that the goodwill and intangible asset impairment assessment was a critical audit matter are that there is significant judgment in selection of the valuation methods to use, along with assumptions used to estimate the future revenues and cash flows, including revenue growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average cost of capital and future market conditions as well as the valuation methodologies applied by the Company. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to managements inputs and selection of methods used. In addition, the audit effort involved the use of auditor employed professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
How the Critical Matter Was Addressed in the Audit
The primary audit procedures to address this critical audit matter included:
| ● | Obtained an understanding over the Company’s process for evaluating whether an event of a change in circumstances has occurred and would indicate the carrying value of goodwill and intangible assets may be impaired. |
| ● | Utilizing a firm employed valuation specialist with the skills and knowledge to assist in evaluating the reasonableness of the valuation methods selected by management to determine the fair value of the Company, evaluating management’s significant assumptions by comparing inputs to market data, and performing a control premium sensitivity study to determine the impact to the market participant acquisition approach, and performing recalculations of the method utilized by management. |
| ● | Testing the completeness and accuracy of the underlying data utilized by management in their evaluation of goodwill and intangible assets impairment. |
Valuation of Crypto Assets Held on the Balance Sheet
Critical Audit Matter Description
As described in Notes 2 and 6 to the consolidated financial statements, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies. The Company accounts and presents its digital assets in accordance with ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method. At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the consolidated statements of operations
The principal considerations for our determination of the valuation of crypto assets that are held on the balance sheet are a critical audit matter include the complexity of the digital ecosystem, digital assets exhibit extreme price volatility, fragmented pricing across exchanges, and an absence of centralized valuation sources. Auditors must determine whether management’s valuation approach is reasonable, which often involves especially challenging and subjective judgment.
How the Critical Matter Was Addressed in the Audit
The primary audit procedures to address this critical audit matter included:
| ● | Obtained an understanding over the Company’s process and controls for evaluating the significant estimate in the fair valuation of crypto assets and related fair market valuation gains or losses. |
| ● | Utilizing an independent third-party pricing service, repriced the crypto assets held at December 31, 2025 and selected transactions. |
| ● | Confirmed the crypto assets held at December 31, 2025 with the Company’s third-party custodian noting the custodian is a reputable digital asset platform. |
| ● | Obtained an inspected third-party custodian SOC 1, Type 2 certification. |
/s/
We have served as the Company’s auditor since 2024
March 10, 2026
| F-3 |
Reliance Global Group, Inc. and Subsidiaries
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable, related parties | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| Digital assets, fair value | - | |||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable and other accrued liabilities | $ | $ | ||||||
| Short term financing agreements | ||||||||
| Current portion of loans payables, related parties | ||||||||
| Other payables | ||||||||
| Current portion of long-term debt | ||||||||
| Operating lease liability, current portion | ||||||||
| Total current liabilities | ||||||||
| Loans payable, related parties, less current portion | - | |||||||
| Long term debt, less current portion | ||||||||
| Operating lease liability, less current portion | ||||||||
| Warrant liabilities | - | |||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Reliance Global Group, Inc. and Subsidiaries
Consolidated Statements of Operations
| December 31, 2025 | December 31, 2024 | |||||||
| Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | ||||||||
| Commission income | $ | $ | ||||||
| Total revenue | ||||||||
| Operating expenses | ||||||||
| Commission expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative expenses | ||||||||
| Marketing and advertising expenses | ||||||||
| Change in estimated acquisition earn-out payables | - | |||||||
| Depreciation and amortization | ||||||||
| Asset impairments | - | |||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense related parties | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Recognition and change in fair value of warrant liabilities | - | |||||||
| Gain on sale of business | - | |||||||
| Unrealized and realized losses on digital assets, net | ( | ) | - | |||||
| Total other (expense) income | ( | ) | ||||||
| Net loss before tax | ( | ) | ( | ) | ||||
| Income tax expense (benefit) | - | - | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding – Basic | ||||||||
| Weighted average number of shares outstanding – Diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Reliance Global Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common share-based compensation | - | |||||||||||||||||||
| Common shares issued for services | - | |||||||||||||||||||
| Common shares issued for acquisition purchase price prepayment | - | |||||||||||||||||||
| Common shares issued for private placement | - | |||||||||||||||||||
| Common shares issued for ATM share sales | - | |||||||||||||||||||
| Common shares issued from an Equity Line of Credit | - | |||||||||||||||||||
| Dividend paid | - | - | ( | ) | - | ( | ) | |||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Reliance Global Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common share payments for earn-outs | - | |||||||||||||||||||
| Common shares issued for ATM share sales | - | |||||||||||||||||||
| Common shares issued for Series F warrants | ( | ) | - | - | ||||||||||||||||
| Common share-based compensation | - | |||||||||||||||||||
| Common shares issued for Series B warrants | - | |||||||||||||||||||
| Common shares issued for abeyance share conversions | ( | ) | - | - | ||||||||||||||||
| Common shares issued for Series G warrants | ( | ) | - | - | ||||||||||||||||
| Shares issued due to a reverse split | ( | ) | - | - | ||||||||||||||||
| Common shares issued for services | - | |||||||||||||||||||
| Common shares issued for an acquisition prepayment | - | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
Reliance Global Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| 2025 | 2024 | |||||||
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ |
( | ) | $ | ( | ) | ||
| Adjustment to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Asset Impairments | - | |||||||
| Amortization of debt issuance costs and accretion of debt discount | ||||||||
| Non-cash lease expense | ||||||||
| Equity based compensation expense | ||||||||
| Equity based payments to third parties | ||||||||
| Gain on sale of business | ( | ) | - | |||||
| Change in fair value of digital assets (unrealized loss) | - | |||||||
| Recognition and change in fair value of warrant liability | - | ( | ) | |||||
| Earn-out fair value and write-off adjustments | - | |||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts receivable, related parties | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Prepaid expense and other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ||||||
| Accounts payables and other accrued liabilities | ( | ) | ||||||
| Other payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangibles | ( | ) | ( | ) | ||||
| Sale of business, net of cash sold | - | |||||||
| Sales of digital assets | - | |||||||
| Purchases of digital assets | ( | ) | - | |||||
| Net cash provided from (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal repayments of debt | ( | ) | ( | ) | ||||
| Proceeds from short term financings | ||||||||
| Principal repayments of short term financings | ( | ) | ( | ) | ||||
| Proceeds from loans payable, related parties | - | |||||||
| Payments of loans payable, related parties | ( | ) | ( | ) | ||||
| Proceeds from common shares issued through an at the market offering | ||||||||
| Proceeds from common shares issued through an equity line of credit | - | |||||||
| Private Placement of shares and warrants | - | |||||||
| Cash dividends paid | ( | ) | - | |||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net increase in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash at beginning of year | ||||||||
| Cash and restricted cash at end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Noncash investing and financing transactions: | ||||||||
| Common shares issued for earnout liabilities | $ | - | $ | |||||
| Common shares issued for Series B warrants | $ | - | $ | |||||
| Common stock issued for pre-paid assets | $ | $ | - | |||||
| Common shares issued for an acquisition prepayment | $ | - | $ | |||||
| Lease assets acquired in exchange for lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-8 |
Reliance Global Group, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Reliance Global Group, Inc. (formerly known as Ethos Media Network, Inc.) (“RELI”, “EZRA” “Reliance”, or the “Company”) was incorporated in Florida on August 2, 2013, and is a holding company that acquires, owns and operates insurance agencies throughout the United States and is a pioneer in the Insurtech space.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Reliance operates as a single operating segment.
Liquidity
As
of December 31, 2025, the Company’s reported cash and restricted cash aggregated balance was approximately $
Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.
Cash and Restricted Cash
Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions.
At
times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit
of $
| F-9 |
The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows:
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW
December 31, 2025 | December 31, 2024 | |||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash | $ | $ | ||||||
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows:
SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT
| Useful Life (in years) | ||
| Computer equipment | ||
| Office equipment and furniture | ||
| Leasehold improvements | Shorter of the useful life or the lease term |
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.
As of December 31, 2025, and 2024 respectively, the Company’s balance sheet includes certain financial instruments, including cash, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index.
Warrant Liabilities: The Company’s warrant liabilities (see Note 9, Warrant Liabilities) represent liability-classified derivative financial instruments recorded at fair value on a recurring basis. The fair value of the Warrant Liabilities includes significant inputs unobservable in the market and thus are considered Level 3. The Company measures fair value of its material warrant liabilities at issuance, and subsequently at each balance sheet date, using a binomial option pricing model. As of December 31, 2025, and December 31, 2024, the Company did not have any material Warrant Liabilities.
Earn-out liabilities: The Company utilizes two valuation methods to value its material Level 3 earn-out liabilities, (a) the income valuation approach, and (b) the Monte Carlo simulation method. Key valuation and unobservable inputs for the income valuation approach include contingent payment arrangement terms, projected revenues and cash flows, rates of return, discount rates and probability assessments. The Monte Carlo simulation method includes key valuation and unobservable inputs such as, but not limited to, WACC, Volatility, Credit spread, discount rates and stock price.
| F-10 |
The following table reconciles fair value of earn-out liabilities for the years ending December 31, 2025, and 2024:
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE
December 31, 2025 | December 31, 2024 | |||||||
| Beginning balance – January 1 | $ | - | $ | |||||
| Period adjustments: | ||||||||
| Fair value and estimate changes* | - | |||||||
| Earn-out payable in common shares | - | ( | ) | |||||
| Earn-out transferred to loans payable, related parties | - | ( | ) | |||||
| Ending balance | $ | - | $ | - | ||||
| * |
Deferred Financing Costs
The
Company has recorded deferred financing costs because of fees incurred by the Company in conjunction with its debt financing activities.
These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term
of the related debt. As of December 31, 2025, and 2024, unamortized deferred financing costs were $
Business Combinations
The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings.
Identifiable Intangible Assets, net
Finite-lived
intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally
on a straight-line basis for periods ranging from
Goodwill and other indefinite-lived intangibles
The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows.
| F-11 |
Financial Instruments
The Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the financial instrument’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) as well as in accordance with ASU 2020-06. The assessment considers whether the financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable.
The Company’s financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as discussed in Note 9, Warrant Liabilities. The accounting treatment of derivative financial instruments requires that we record the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. Upon the determination that an instrument is no longer subject to derivative accounting, the fair value of the derivative instrument at the date of such determination will be reclassified to paid in capital.
The adoption of ASC Topic 326, Financial Instruments—Credit Losses, did not have a material impact on the Company’s consolidated financial statements. The Company evaluates trade receivables for expected credit losses by considering all available relevant information, including customers’ financial condition, credit standing, historical collection experience, and current and reasonable and supportable forecasts of economic conditions. Based on this evaluation, no allowance for expected credit losses was recorded as of December 31, 2025 or December 31, 2024.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
The Company’s revenue is primarily comprised of agency commissions earned from insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing, and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage.
The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. The Company also earns revenue in the “Insurance Marketing” space as discussed further below.
Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier.
The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission earned.
| F-12 |
The following outlines the core principles of ASC 606:
Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.
Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
Healthcare revenue recognition:
The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members.
There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation.
Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.
Healthcare typically utilizes the Direct Bill method.
The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete.
| F-13 |
With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month.
P&C revenue recognition:
The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members.
There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement.
Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary.
P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier.
The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete.
With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned.
Other revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the consolidated statements of operations.
When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage.
The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission.
The following table disaggregates the Company’s revenue by line of business, showing commissions earned:
SCHEDULE OF DISAGGREGATION REVENUE
| Year ended | Medical | Life | Property and Casualty | Total | ||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Disaggregates revenue | $ | $ | $ | $ | ||||||||||||
General and Administrative
General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs.
| F-14 |
Marketing and Advertising
The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred.
Equity-Based Compensation
Equity-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service or vesting period, based on the terms of the awards. The fair value of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. To the extent possible, the Company will estimate and recognize expected forfeitures.
Leases
The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis.
The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of December 31, 2025, or 2024. Operating leases are included in the line items right-of-use assets, current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid.
Income Taxes
The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized.
| F-15 |
Seasonality
A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.
Dividends
Cash dividends are recorded as a liability on the date they are declared by the Board of Directors, which is the date the Company becomes legally obligated to pay the dividend. Dividends declared but unpaid at a reporting date are included in dividends payable within current liabilities and charged against retained earnings when the Company has positive retained earnings, or against additional paid in capital when the Company has a retained deficit, in accordance with ASC 505-20, Equity — Dividends. When a dividend is declared to shareholders of record as of a specified future date, any additional shares issued prior to that record date participate in the dividend, and the dividend payable is adjusted at the record date to reflect the total number of shares entitled to receive payment.
Digital Assets
During the year ended December 31, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets. In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives.
The Company accounts and presents its digital assets in accordance with ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method. At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the consolidated statements of operations.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands reportable segment disclosures by requiring disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss as well as an amount and description of other segment items. ASU 2023-07 also requires interim disclosures of a reportable segment’s profit or loss and assets, disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this standard for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements. See Note 17 – Segment Reporting for further information.
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to measure certain digital assets at fair value each reporting period, with changes in fair value recognized in net income, and to provide specific quantitative and qualitative disclosures regarding such holdings. The Company adopted ASU 2023-08 effective July 1, 2025, using the modified retrospective transition method. Since the Company did not hold any digital assets prior to adoption, there were no cumulative-effect adjustments to retained earnings and no retrospective impacts.
| F-16 |
In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), which clarifies the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation. The ASU clarifies how to determine whether profits interest and similar awards are within the scope of ASC 718 and applies to all reporting entities that account for such awards as compensation to employees or non-employees. In addition to adding illustrative guidance, the ASU modifies the language in paragraph 718-10-15-3 to improve clarity and operability. The amendments do not change the intent of the existing guidance. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2024-01 on January 1, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures by standardizing categories within the rate reconciliation and requiring additional disaggregation of income taxes paid and other income tax information. The guidance is effective for the Company for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on January 1, 2025 and elected to apply the guidance retrospectively to all periods presented. Accordingly, prior period disclosures have been conformed to the current year presentation. Because the amendments impact disclosures only, the adoption did not have an effect on the Company’s consolidated financial position, results of operations, cash flows, or shareholders’ equity.
NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS
To date, we have acquired the following insurance agencies (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.
| Acquired | Reliance 100% Controlled Entity | Date | Location | Line of Business | ||||
| U.S. Benefits Alliance, LLC (USBA)* | US Benefits Alliance, LLC | October 24, 2018 | Michigan | Health Insurance | ||||
| Employee Benefit Solutions, LLC (EBS)* | Employee Benefits Solutions, LLC | October 24, 2018 | Michigan | Health Insurance | ||||
| Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) | Commercial Coverage Solutions LLC | December 1, 2018 | New York | P&C – Trucking Industry | ||||
| Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana or SWMT) | Southwestern Montana Insurance Center, LLC | April 1, 2019 | Montana | Group Health Insurance | ||||
| Fortman Insurance Agency, LLC (Fortman or Fortman Insurance or FIS)* | Fortman Insurance Solutions, LLC | May 1, 2019 | Ohio | P&C and Health Insurance | ||||
| Altruis Benefits Consultants, Inc. (Altruis or ABC) | Altruis Benefits Corporation | September 1, 2019 | Michigan | Health Insurance | ||||
| UIS Agency, LLC (UIS) | UIS Agency, LLC | August 17, 2020 | New York | P&C – Trucking Industry | ||||
| J.P. Kush and Associates, Inc. (Kush) | Kush Benefit Solutions, LLC | May 1, 2021 | Michigan | Health Insurance | ||||
| Barra & Associates, LLC (Barra) | RELI Exchange, LLC | April 26, 2022 | Illinois | P&C and Health Insurance |
*This agency was sold by the Company during fiscal year ended December 31, 2025.
| F-17 |
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
December 31, 2025 | December 31, 2024 | |||||||
| Computer equipment | $ | $ | ||||||
| Office equipment and furniture | ||||||||
| Leasehold Improvements | ||||||||
| Property and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense associated with property and equipment, is included within depreciation and amortization in the Company’s consolidated
statements of operations and is $
NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill: In accordance with ASC 350-20-35-45, all the Company’s goodwill is assigned to a single operating and reporting unit. All acquisitions made by the Company are in one general insurance agency industry and operate in a very similar economic and regulatory environment. The Company’s operations team leadership reports directly to the Chief Executive Officer (“CEO”) on a quarterly basis. Additionally, the CEO who is responsible for the strategic direction of the Company reviews the operations of the insurance agency business collectively, as one segment.
During the year ended December 31, 2025, as further discussed in Note 16 the Company sold the assets of Fortman Insurance Services, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC. The following table rolls forward the Company’s goodwill balance for the periods ended December 31, 2025, and 2024 showing the effects from the sales on the balance of goodwill.
SCHEDULE OF GOODWILL
| Goodwill | ||||
| December 31, 2023, and December 31, 2024 | $ | |||
| Goodwill related to the Fortman Sale | ( | ) | ||
| Goodwill related to the EBS Sale | ( | ) | ||
| December 31, 2025 | $ | |||
Intangible
Asset Impairments: During the year ended December 31, 2024, certain intangible assets stemming from discontinued operations which
were originally transferred to the Company’s operating entity, were determined to have carrying values exceeding fair value, and
thus were considered impaired. These intangible assets consisted of customer relationships, and internally developed and purchased software,
with respective net of accumulated amortization asset values of $
The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2025:
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD
Weighted Average Remaining Amortization period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Trade name and trademarks | $ | $ | ( | ) | $ | |||||||||||
| Internally developed software | ( | ) | ||||||||||||||
| Customer relationships | ( | ) | ||||||||||||||
| Non-competition agreements | ( | ) | ||||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
| F-18 |
The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2024:
Weighted Average Remaining Amortization period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Trade name and trademarks | $ | $ | ( | ) | $ | |||||||||||
| Internally developed software | ( | ) | ||||||||||||||
| Customer relationships | ( | ) | ||||||||||||||
| Purchased software | ( | ) | ||||||||||||||
| Non-competition agreements | ( | ) | ||||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
Amortization
expense is $
The following table reflects expected amortization expense as of December 31, 2025, for each of the following five years and thereafter:
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS
| Years ending December 31, | Amortization Expense | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ |
NOTE 6. DIGITAL ASSETS
The Company did not own or trade digital assets during the year ended December 31, 2024. The following tables summarize and rollforward the Company’s digital asset holdings as of and for the annual period ended December 31, 2025:
SCHEDULE OF DIGITAL ASSETS
| Digital Asset | Holdings | Cost Basis | Fair Value | Hierarchy | ||||||||||
| ZEC | $ | $ | Level 1 | |||||||||||
SCHEDULE OF DIGITAL ASSETS ROLLFORWARD
| Digital Assets Rollforward | ||||
| January 1, 2024, and 2025 | $ | - | ||
| Purchases | 332,671 | |||
| Sales | (206,302 | ) | ||
| Net unrealized gain / (loss) | (17,455 | ) | ||
| December 31, 2025 | $ | 108,913 | ||
Realized gain/loss: Realized net gains and losses
recognized in earnings, representing the difference between sale proceeds and fair-value carrying amounts at time of disposition, was
approximately $
Cost basis gain/loss: Sales of digital assets during
the year ended December 31, 2025, consisted primarily of sales executed through digital asset exchanges in the ordinary course of treasury
management activities with aggregated proceeds of approximately $
NOTE 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Significant components of accounts payable and accrued liabilities were as follows:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31, 2025 | December 31, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued credit card payables | ||||||||
| Other accrued liabilities | ||||||||
| Total | $ | $ | ||||||
| F-19 |
NOTE 8. LONG-TERM DEBT
The composition of the long-term debt follows:
SCHEDULE OF LONG TERM DEBT
December 31, 2025 | December 31, 2024 | |||||||
| Oak Street Funding LLC Term Loan | $ | - | $ | |||||
| Oak Street Funding LLC Term Loan
for the acquisition of EBS and USBA, variable interest of Prime Rate plus | $ | - | $ | |||||
| Oak Street Funding LLC Senior Secured Amortizing
Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus | - | |||||||
| Oak Street Funding LLC Term Loan for the acquisition
of SWMT, variable interest of Prime Rate plus | - | |||||||
| Oak Street Funding LLC Term Loan for the acquisition
of FIS, variable interest of Prime Rate plus | - | |||||||
| Oak Street Funding LLC Term Loan for the acquisition
of ABC, variable interest of Prime Rate plus | - | |||||||
| Oak Street Funding LLC
Term Loan, variable interest of Prime Rate plus | ||||||||
| Long term debt | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
Oak Street Funding LLC – Term Loans and Credit Facilities
During
the year of 2018 the Company entered into two debt agreements with Oak Street Funding LLC (“Oak Street”). On August 1, 2018,
EBS and USBA entered into a Credit Agreement with Oak Street whereby EBS and USBA borrowed $
During
the year of 2019 the Company entered in a number of Credit Agreements with Oak Street whereby the Company borrowed a total amount of
$
On
April 26, 2022 the Company entered into a secured promissory note (the Note) with Oak Street subject to the terms of the Master Credit
Agreement, whereby the Company borrowed $
During
fiscal year ended, December 31, 2025, and in January 2026, the Company pre-paid $
| F-20 |
Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of December 31, 2025 are:
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES
| Fiscal year ending December 31, | Maturities of Long-Term Debt | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | ||||
| Less debt issuance costs | ( | ) | ||
| Total | $ | |||
Short-Term Financings
The
Company has short-term notes payable for financed items such as insurance premiums. Total financed for the year ended December 31, 2025
and 2024 respectively was approximately $
NOTE 9. WARRANT LIABILITIES
Series B Warrants
On
December 22, 2021, the Company entered into a securities purchase agreement (SPA) with two institutional investors for the purchase and
sale of (i) warrants to purchase up to an aggregate of
By entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred Shares, and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue Series B Warrants (the “Warrant Commitment”) represented a derivative financial instrument, other than an outstanding share, that, at inception, had both of the following characteristics: (i) embodies a conditional obligation indexed to the Company’s equity. The Company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does not qualify for equity accounting The Company initially measured the derivative liability at its fair value and subsequently remeasured the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Warrant Commitment.
The
Private Placement closed on January 4, 2022 and pursuant to the terms of the SPA, due to a non-Private Placement related dilutive share
issuance, effective December 27, 2022, the Series B Warrants outstanding increased to
On
June 18, 2024, the holder of the remaining Series B Warrants exercised all their remaining
For
the years ended December 31, 2025 and 2024, net fair value gains recognized for the Series B Warrants were $
| F-21 |
NOTE 10. SIGNIFICANT CUSTOMERS
Carriers representing 10% or more of total revenue are presented in the table below:
SCHEDULE OF CONCENTRATIONS OF REVENUES
| Insurance Carrier | December 31, 2025 | December 31, 2024 | ||||||
| Priority Health | % | % | ||||||
| BlueCross BlueShield | % | % | ||||||
No
other single insurance carrier accounted for more than
NOTE 11. EQUITY
Preferred Stock
The
Company is authorized to issue
Common Stock
The
Company was authorized to issue
During
the year ended December 31, 2025 the Company issued from its common stock,
On
July 1, 2024, the Company effectuated a
During
the year ended December 31, 2024 the Company issued from its common stock,
As
of December 31, 2025 and December 31, 2024, there were
Series E, F & G Warrants, and Abeyance Shares
On
March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for
the purchase and sale of, (i) an aggregate of
| F-22 |
The
Common Warrant (Series F) has an exercise price of $ $
The
PA Warrant has an exercise price of $ $
The
closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the “Placement
Agent”) acted as the sole placement agent and was entitled to an
Gross
and net proceeds to the Company from the Private Placement-2023 were approximately $
The
Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to
the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $
On
December 12, 2023, the Company entered into that certain Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares
with the institutional investor (the “Series F Inducement Agreement”), pursuant to which (i) the Company agreed to lower
the exercise price of the Series F Warrants to $
Further,
pursuant to the Series F Inducement Agreement, the Company issued a new unregistered Series G common share purchase warrant (the “Series
G Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended to purchase
| F-23 |
During
the year ended December 31, 2024, upon request from the institutional investor, the Company converted
Pursuant
to the terms of the Series G Warrants, during the year ended December 31, 2024, the Series G Warrant exercise price reset from $
As
of December 31, 2025, and 2024 there were
Series J Private Placement
On
June 18, 2025, the Company entered into a securities purchase agreement (the “SPA-2025”) with a certain accredited investor
(the “SPA Purchaser”) for the issuance and sale in a private placement (the “Private Placement-2025”) of (i)
pre-funded warrants (the “Series J-PF Warrants”) to purchase up to
Aggregate
gross proceeds to the Company from the Private Placement-2025 were approximately $
The
Series J-PF Warrants are exercisable from the date of issuance until exercised in full.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the Company’s sole placement agent in connection with the Private
Placement-2025. Pursuant to the engagement terms, the Company paid Wainwright a total cash fee equal to
The Company determined pursuant to the terms of the Series J Warrants, Series J PF Warrants, and Series J PAW’s that they are equity instruments in nature, also because they permit the holder to obtain a fixed number of shares for a fixed monetary amount. The net proceeds were recorded to additional paid in capital on the condensed consolidated balance sheet as of December 31, 2025.
As
of December 31, 2025, pursuant to the exercise of all Series J-PF Warrants, the Company issued to the SPA Purchaser,
| F-24 |
At Market Programs (the “ATM”)
On
August 13, 2025, the Company entered into an At-the-Market (“ATM-2025”) Sales Agreement (the “ATM Agreement-2025”)
with H.C. Wainwright & Co., LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time
through the Sales Agent, shares of its common stock having an aggregate offering price of up to $
During
the year ended December 31, 2025, the Company sold
Subsequent
to December 31, 2025, the Company sold an additional
On February 15, 2024, the Company entered into the “ATM Agreement-2024” with the Agent, pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its common stock having an aggregate maximum offering price as determined by the then in effect prospectus supplement to the base prospectus included in the registration statement (the “ATM Capacity-2024”). Any shares offered and sold in the ATM offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275190), which was declared effective by the SEC on November 7, 2023, and related prospectus supplements and accompanying base prospectus relating to the ATM offering. Under the Agreement, the Agent may sell shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering of shares pursuant to the ATM Agreement-2024 will terminate upon the earlier of (i) the sale of all of the shares subject to the ATM Program-2024, or (ii) the termination of the ATM Program-2024 by the Agent or the Company, as permitted therein. The Company agreed to pay to the Agent in cash, upon each sale of shares pursuant to the ATM Program-2024, an amount equal to 3.5% of the gross proceeds from each such sale. The Company agreed to reimburse the Agent for certain specified expenses in connection with entering into the ATM Program-2024.
During
the year ended December 31, 2025, the Company sold and issued
Equity Line of Credit (ELOC)
On
August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration Rights
Agreement with an accredited investor (collectively, the “Investor Agreements”). Pursuant to the ELOC, the Company has the
right, but not the obligation, to require Investor to purchase, from time to time and subject to the terms and conditions set forth therein,
up to an aggregate of $
| F-25 |
Pursuant
to the ELOC, as of December 31, 2025, the Company issued
On November 5, 2025, the Company entered into Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC. The Amendment introduces a Fixed Purchase Notice mechanism with pricing at 90% of the lowest traded price during a five-minute pre-notice period, a 5% ADTV per-notice cap (unless waived), and next-business-day cash closing upon DWAC share delivery.
Dividends
On
September 26, 2025, the Board of Directors declared a one-time cash dividend of $
Equity Incentive Plans
Since
2019, the Company has adopted, the Reliance Global Group, Inc. 2019 Equity Incentive Plan, 2023 Equity Incentive Plan, 2024 Equity Incentive
Plan, 2024 Omnibus Incentive Plan and the 2025 Equity Incentive Plan (collectively, the “Plans”). The purpose of the Plans
is to provide a means through which the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby
directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest
in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries
and aligning their interests with those of the Company’s stockholders. The Plans provide for various stock-based incentive awards,
including incentive and nonqualified stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock
units (“RSUs”), and other equity-based or cash-based awards. The Plans each respectively terminate 10 years after each becoming
effective, unless terminated earlier by the Board of Directors. A total of
Administration of the Plans. The Plans are administered by the Compensation Committee of the Board. The Compensation Committee is authorized to select from among eligible employees, directors, and service providers those individuals to whom shares and options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any shares and options granted hereunder is within the discretion of the Compensation Committee.
Stock Options: The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Compensation Committee in connection with its adoption of the Plans were Non-Statutory Stock Options.
The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option.
| F-26 |
The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plans for the years ended December 31, 2025 and 2024 respectively:
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2024 | $ | $ | - | |||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Forfeited or expired | ( | ) | $ | - | - | |||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding at December 31, 2025 | - | $ | - | - | - | |||||||||||
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2023 | $ | $ | - | |||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Forfeited or expired | ( | ) | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding at December 31, 2024 | $ | - | ||||||||||||||
The following is a summary of the Company’s non-vested stock options as of December 31, 2025 and 2024 respectively:
SCHEDULE OF NON - VESTED STOCK OPTIONS
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Non-vested at December 31, 2024 | - | $ | - | - | ||||||||
| Granted | - | - | - | |||||||||
| Vested | - | - | - | |||||||||
| Forfeited or expired | - | - | - | |||||||||
| Non-vested at December 31, 2025 | - | $ | - | - | ||||||||
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Non-vested at December 31, 2023 | $ | |||||||||||
| Granted | - | - | - | |||||||||
| Vested | ( | ) | ||||||||||
| Forfeited or expired | - | - | - | |||||||||
| Non-vested at December 31, 2024 | - | $ | - | - | ||||||||
For the years ended December 31, 2025 and 2024, the Board did not approve any options to be issued pursuant to the Plans.
During
the years ended December 31, 2025 and 2024, no employee terminations occurred resulting in option forfeitures of $
As
of December 31, 2025, there were no options outstanding. As of December 31, 2024, the Company determined that the options granted and
outstanding had a total fair value of $
The
intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2024. The
market value as of December 31, 2024 was $
| F-27 |
For the year ended December 31, 2024, the Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions were used in the Black-Scholes option-pricing model, not accounting for the reverse splits:
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL
Year Ended December 31, 2024 | ||||
| Exercise price | $ | |||
| Expected term | ||||
| Risk-free interest rate | % | |||
| Estimated volatility | % | |||
| Expected dividend | - |
Stock Awards
Pursuant
to an agreement in April 2022, further amended in October 2022 between the Company and an executive, the executive was granted
Pursuant
to a grant award agreement effective December 28, 2022 between the Company and an executive, the executive was granted an annual award
of
Pursuant
to an equity-based commission compensation program at one of the Company’s subsidiaries which provides down-line agents the ability
to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company grants annual restricted
stock awards which have vesting or other restrictions of up to twelve months. For the years ended December 31, 2025 and 2024 respectively,
Further,
during the years ended December 31, 2025, and 2024, certain directors, executives and employees were granted equity awards which vested
either immediately or prior to year end. Respectively for each year,
Pursuant
to the April 2025 second amendment to an employment agreement between the Company and an executive, the executive was awarded
Total
equity-based compensation for the years ended December 31, 2025 and 2024 was approximately $
| F-28 |
NOTE 12. EARNINGS LOSS PER SHARE
Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.
The following calculates basic and diluted EPS:
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend | - | - | ||||||
| Net loss, numerator, basic | ( | ) | ( | ) | ||||
| Net loss, numerator, diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares, basic | ||||||||
| Effect of weighted average vested stock awards | - | - | ||||||
| Diluted weighted average shares outstanding | ||||||||
| Basic loss per common share: | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per common share: | $ | ( | ) | $ | ( | ) | ||
Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARE
| 2025 | 2024 | |||||||
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Shares subject to outstanding common stock options | - | |||||||
| Shares subject to outstanding Series A warrants | ||||||||
| Shares subject to outstanding PAW | ||||||||
| Shares subject to outstanding PA Warrants | ||||||||
| Shares subject to unvested stock awards | ||||||||
| Shares subject to Outstanding Series J Warrants | - | |||||||
| Shares subject to Outstanding Series J PAW’s | - | |||||||
NOTE 13. LEASES
Operating Leases
ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. The Company’s leases consist of operating leases on buildings and office space.
In
accordance with ASU 2016-02, right-of-use assets are amortized over the life of the underlying leases. Lease expense for the years ended
December 31, 2025 and 2024 was $
For
the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities was $
As
of December 31, 2025, the Company recognized operating lease right-of-use assets of $
Future minimum lease payment under these operating leases consisted of the following:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT
| Year ending December 31, | Operating Lease Obligations | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total undiscounted operating lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ | |||
| F-29 |
NOTE 14. COMMITMENTS AND CONTINGENCIES
Legal Contingencies
The
Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of
business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of
these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and
accordingly,
Spetner Associates, Inc. Transaction and Termination
On
May 14, 2024, as amended and restated on September 6, 2024, and further amended on October 29, 2024 and February 20, 2025 (collectively,
the “Stock Exchange Agreement”), the Company entered into an agreement to acquire
In
connection with the contemplated acquisition, the Company issued
On
July 22, 2025, the Company received and accepted written notice of termination of the Stock Exchange Agreement. As a result of the termination,
the Company does not expect to recover the shares previously issued as prepayments. Accordingly, the Company recognized an expense of
approximately $
NOTE 15. INCOME TAXES
The Company recorded no income tax expense or benefit for the years ended December 31, 2025 and 2024 due primarily to the recognition of a full valuation allowance against its deferred tax assets, resulting from cumulative historical losses and uncertainty regarding the timing of future taxable income.
The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows:
SCHEDULE OF ACTUAL INCOME TAX RATE
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| U.S. Federal statutory tax rate | $ | ( | ) | % | $ | ( | ) | % | ||||||||
| State and local income tax, net of federal income tax effect | ||||||||||||||||
| Michigan | ( | ) | % | ( | ) | % | ||||||||||
| All other states (combined) | ( | ) | % | ( | ) | % | ||||||||||
| Effects of changes in tax laws or rates enacted in the current period | ( | ) | % | ( | ) | % | ||||||||||
| Nontaxable or nondeductible items | - | % | ( | ) | % | |||||||||||
| Other adjustments | ||||||||||||||||
| Goodwill impairment reclassification | ( | ) | % | - | % | |||||||||||
| Return to provision | % | ( | ) | % | ||||||||||||
| Changes in valuation allowances | - | % | - | % | ||||||||||||
| Effective income tax rate | $ | - | % | $ | - | % | ||||||||||
The
Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued
related to unrecognized benefits as a component income tax expense (benefit). The Company did
| F-30 |
Deferred income tax assets and (liabilities) consist of the following:
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES
December 31, 2025 | December 31, 2024 | |||||||
| Deferred tax assets (liabilities) | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Equity-based compensation | ||||||||
| Goodwill | ( | ) | ||||||
| Intangibles | ||||||||
| Fixed assets | ( | ) | ( | ) | ||||
| Right of use assets | ( | ) | ( | ) | ||||
| Lease liabilities | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | - | $ | - | ||||
The
Company has approximately $
The
Company has approximately $
During
the year ended December 31, 2025 and 2024, the valuation allowance increased $
The tax periods ending December 31, 2023, 2024, and 2025 are open for examination.
NOTE 16. RELATED PARTY TRANSACTIONS
Software
Purchase: The Company incurred a liability of $
Americana
Credit Agreement and Revolving Note: On March 5, 2025, and as amended on June 24, 2025, the Company and YES Americana Group,
LLC (“Americana”) entered into a Revolving Credit Facility Agreement (the “Credit Agreement”) pursuant to which
Americana agreed to extend a revolving credit facility of up to $
| F-31 |
Deferred
Purchase Price Liability: Pursuant to the first amendment to the April 26, 2022 asset purchase agreement between the Company
and Barra & Associates, LLC, a related party entity beneficially owned by a senior vice president of the Company, the Company agreed
to pay a deferred purchase price (the “DPP”) of $
Asset
Purchase Agreement Liability: The Company, Fortman Insurance Services, LLC, Fortman Insurance
Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the “Parties”) entered into a purchase agreement on or
around May 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within
the Purchase Agreement, as well as that certain second amendment to the Purchase Agreement on or around May 18, 2023 (the “Second
Amendment”). On January 11, 2024, the Parties entered into that certain third amendment to the Purchase Agreement (the “Third
Amendment”), pursuant to which the Parties agreed to a total remaining earn-out balance of $
Fortman
Transaction: On July 7, 2025, the Company, Fortman Insurance Services, LLC, an Ohio limited liability company and wholly
owned subsidiary of the Company (the “Seller”, or “Fortman”), and Fortman Insurance Agency, LLC, an Ohio limited
liability company (the “Purchaser”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”),
pursuant to which the Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”)
to the Purchaser for aggregate cash consideration of $
The assets sold pursuant to the Asset Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and other tangible and intangible assets used in the Fortman Business, and certain liabilities were assumed by the Purchaser. The Fortman Transaction excluded, among other things, Seller’s pre-Effective Date cash and cash equivalents, and other specified excluded assets and liabilities. Proceeds from the sale were utilized to pay down the Company’s long-term debt payable to Oak Street, and its Asset Purchase Agreement Liability.
| F-32 |
EBS/USBA Transaction: On
December 23, 2025, the Company, Employee Benefits Solutions, LLC and US Benefits Alliance, LLC, each wholly owned subsidiaries of the
Company (collectively, the “EBS Seller”), and Employee Benefit Solutions Inc. (the “Purchaser”), entered into
an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the EBS Seller agreed to sell to the Purchaser
substantially all of the assets used in the EBS Seller’s insurance brokerage and related services business (the “Business”)
(the “EBS Transaction”) for aggregate cash consideration of $
The assets sold pursuant to the Purchase Agreement included the EBS Seller’s book of business, accounts, accounts receivable, rights to commissions and entitlements arising from insurance business after the effective date, associated goodwill, and other tangible and intangible assets used in the Business. Certain liabilities related to the Business were assumed by the Purchaser. The EBS Transaction excluded, among other things, pre-effective date cash and cash equivalents and other specified excluded assets and liabilities. Proceeds from the EBS Transaction were used for general corporate purposes, including working capital and debt reduction.
Interim Crypto Purchase Agreement: On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement (the “Agreement”) with Mr. Moshe Fishman, the Company’s Director of Insurtech and Operations. Under the Agreement, and only as directed in writing by the Company’s Crypto Advisory Board (“CAB”), Mr. Fishman may use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completes the establishment of its institutional cryptocurrency trading account. From the time of purchase, all rights, title and interest in the related digital assets belong exclusively to the Company, and the assets are held in Mr. Fishman’s account solely for the benefit of the Company. All gains, losses, and risks associated with such digital assets transactions accrue entirely to the Company. The Agreement provides that, once the Company’s institutional account is established and upon written instruction from the CAB, Mr. Fishman will promptly transfer to that account all digital assets held for the Company’s benefit. The Company will reimburse Mr. Fishman only for the actual purchase price and any reasonable, documented transaction fees incurred. No compensation or other consideration is payable to Mr. Fishman for services provided under the Agreement. All activities under the Agreement are conducted in accordance with the Company’s Insider Trading Policy and applicable law. The Agreement was approved by the Audit Committee of the Board of Directors, which is comprised entirely of independent, non-employee directors. The Agreement terminates upon the earlier of (i) completion of the transfer of all digital assets to the Company’s institutional account or (ii) October 30, 2025, unless extended with Audit Committee approval. The agreement terminated in accordance with its terms on October 30, 2025.
As of December 31, 2025, no compensation had been paid to Mr. Fishman, and any digital assets purchased pursuant to the Agreement is reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the consolidated statements of operations for the year ended, December 31, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Agreement to the Company’s account.
NOTE 17. SEGMENT REPORTING
The Company manages its business activities on a consolidated basis and operates as a single operating segment, the Insurance Segment, earning its revenues from insurance commissions. Accounting policies of the Insurance segment are described in Note 2 – Summary of Significant Accounting Policies.
Our CODM (chief operating decision maker) is our Chairman and Chief Executive Officer, Mr. Ezra Beyman. The CODM uses consolidated net income (loss), as reported on our consolidated statements of operations, in evaluating performance of the Insurance Segment and determining how to allocate resources of the Company as a whole, including for investments, stockholder return programs and our acquisition strategy. The CODM does not review assets in evaluating the results of the Insurance Segment, and therefore, such information is not presented. Further, the Company’s investment in digital assets is managed as part of its overall corporate treasury activities and is not evaluated by the CODM as a separate operating segment.
The following table provides the financial results of our Insurance Segment:
SCHEDULE OF FINANCIAL RESULTS OF INSURANCE SEGMENT
| 2025 | 2024 | |||||||
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Total revenues | $ | $ | ||||||
| Less: Significant and other Insurance Segment expenses | ||||||||
| Commission expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative expenses | ||||||||
| Marketing and advertising expenses | ||||||||
| Change in estimated acquisition earn-out payables | - | |||||||
| Depreciation and amortization | ||||||||
| Asset impairments | - | |||||||
| Interest expense | ||||||||
| Interest expense related parties | ||||||||
| Interest expense | ||||||||
| Other income, net | ( | ) | ||||||
| Recognition and change in fair value of warrant liabilities | - | ( | ) | |||||
| Gain on sale of business | ( | ) | ||||||
| Unrealized and realized (gains) losses on digital assets, net | - | |||||||
| Insurance segment net loss | $ | ( | ) | $ | ( | ) | ||
| F-33 |
NOTE 18. SUBSEQUENT EVENTS
Except as set forth below and as disclosed throughout the notes to these financial statements, there were no subsequent events requiring disclosure herein.
Enquantum
Transaction: On January 15, 2026, the Company entered into a secured convertible promissory note with Enquantum Ltd. (“Enquantum”)
pursuant to which the Company advanced $
Public
Offering: On January 29, 2026, the Company closed a public offering of
| F-34 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 10, 2026.
| Reliance Global Group, Inc. | ||
| By: | /s/ Ezra Beyman | |
| Ezra Beyman | ||
| Chief Executive Officer and Chairman of the Board | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Ezra Beyman | Chief Executive Officer and Executive Chairman and Director | |||
| Ezra Beyman | (Principal Executive Officer) | March 10, 2026 | ||
| /s/ Joel Markovits | Chief Financial Officer | |||
| Joel Markovits | (Principal Financial and Accounting Officer) | March 10, 2026 | ||
| /s/ Alex Blumenfrucht | Director | |||
| Alex Blumenfrucht | March 10, 2026 | |||
| /s/ Sheldon Brickman | Director | |||
| Sheldon Brickman | March 10, 2026 | |||
| /s/ Ben Fruchtzweig | Director | |||
| Ben Fruchtzweig | March 10, 2026 | |||
| /s/ Scott Korman | Director | |||
| Scott Korman | March 10, 2026 |
| 41 |
FAQ
What is EZRA (Reliance Global Group, Inc.)’s core business model?
EZRA operates as a holding company focused on insurance and technology. It owns and manages insurance agencies, the RELI Exchange B2B InsurTech platform, and 5MinuteInsure.com, a direct‑to‑consumer site. These businesses generate commission and subscription revenues while supporting acquisitions and strategic investments.
What is EZRA’s new Scale51 strategy described in the 10-K?
The Scale51 strategy targets majority stakes, generally around 51%, in technology‑driven companies. Investments are often structured in milestone‑based tranches. EZRA uses this model through its EZRA International Group to combine operating cash flows from insurance with selective, controlled bets in areas like cybersecurity and medical diagnostics.
What details are provided about EZRA’s Enquantum investment?
EZRA agreed to acquire 51% of cybersecurity firm Enquantum for an aggregate
What recent equity offering did EZRA complete and for what purpose?
On
How is EZRA using asset sales and debt to manage its capital structure?
In 2025, EZRA sold certain insurance brokerage assets, including Fortman Insurance Services and employee benefits businesses. Proceeds were used partly to repay about
What risks does EZRA highlight around its EZRA International and tech investments?
The company cites early‑stage technology risk, milestone‑based funding uncertainty, need for ongoing capital, integration challenges, and performance risk at portfolio companies. It also notes geopolitical and security risks tied to Israeli investments and warns these factors could materially affect results if projects underperform.
How did EZRA change its Nasdaq ticker and does it affect shareholders?
Effective
