Reliance Global Group acquires Oblivus for $3M cash
Sentiment and the balance of points
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Rhea-AI Filing Summary
Reliance Global Group, Inc. (EZRA) completed the acquisition of Oblivus’s GPU cloud platform and related assets from Skyportal Inc. through wholly owned subsidiary GPU Exchange Corp. GPU Exchange paid $3 million in cash at closing; Skyportal may earn up to $750,000 in two $375,000 payments if average monthly cash revenue equals or exceeds $79,000 in the first six months and $120,000 in the next six months. The first $375,000 payment was deposited in escrow; the closing payment and escrow deposit were funded from company cash on hand. The buyer did not acquire seller contracts or assume pre-closing liabilities. Oblivus reported approximately $1.5 million in revenue for the twelve months ended September 2026, based on Skyportal’s unaudited records, and Reliance stated it remains debt-free.
Founder Matthew Antoun will consult for 12 months for $250,000 in cash fees and may receive company shares valued up to $600,000, subject to Board approval and applicable securities laws and Nasdaq rules. Additional share tranches depend on closing prices at or above $5.00, $7.00 and $10.00 per share for three consecutive trading days during the agreement or its original term if Buyer terminates without cause. Reliance has a right, but no obligation, to invest up to $500,000 in Skyportal. The company intends for its common stock to begin trading under XGPU at the opening of trading on November 10, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointOblivus revenue was approximately $1.5 million for twelve months ended September 2026.
Negative
- None.
Filing Explained
A five-percent gross-profit bonus adds variable founder compensation; the company says acquired-business financial statements and pro formas will follow by amendment.
The acquisition is complete, and the founder’s consulting agreement adds a variable bonus of
The company says the acquired-business financial statements and pro forma information will be filed by amendment no later than 71 calendar days after the date this report was required to be filed.
8-K Event Classification
Key Figures
Key Terms
GPU marketplace technical
reserved capacity technical
gross profit financial
restricted securities regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2026 (the “Closing Date”), GPU Exchange Corp., a Delaware corporation and wholly owned subsidiary (“Buyer”) of Reliance Global Group, Inc. (the “Company”), entered into an Asset Purchase Agreement, dated as of November 3, 2026 (the “Purchase Agreement”), with Skyportal Inc. (“Seller”) and, for limited purposes, Matthew Antoun, Seller’s founder (the “Founder”), and simultaneously completed the acquisition of the Oblivus GPU cloud computing platform and related assets (the “Transaction”). The acquired assets consist of the platform’s technology and intellectual property, the “Oblivus” name, data, domain names, customer and supplier relationships and associated goodwill (the “Purchased Assets”). Buyer did not acquire any contracts of Seller or assume any pre-closing liabilities, and Seller retained its other businesses.
Consideration. Buyer paid $3,000,000 in cash at closing (the “Closing Payment”). Seller may earn up to two additional cash payments of $375,000 each (the “Milestone Payments”) if the platform’s average monthly cash revenue equals or exceeds $79,000 during the first six months following closing and $120,000 during the following six months, respectively. The first Milestone Payment has been deposited in escrow with Acquiom Clearinghouse LLC. Until the end of the second milestone period, Buyer has agreed to use commercially reasonable efforts to develop the platform and not to intentionally divert revenue from it. There can be no assurance that either Milestone Payment will be earned.
Other Terms. Seller and the Founder are subject to two-year non-competition and non-solicitation covenants. Seller’s indemnification obligations for breaches of general representations and warranties are subject to a $30,000 basket (after which Seller is liable from the first dollar) and a $375,000 cap, and the aggregate liability of Seller and the Founder (other than for fraud) is capped at the purchase price actually paid. Buyer (or, at its election, the Company or another affiliate) also has the right, but not the obligation, to invest up to $500,000 in Seller during a limited period after closing. The Company has not determined whether it will exercise this right.
Consulting Agreement. On the Closing Date, Buyer and, solely with respect to the stock grants described below, the Company entered into a 12-month consulting agreement with the Founder (the “Consulting Agreement”), under which he will provide transition and business development services as an independent contractor for $250,000 in cash fees during the term of the agreement, payable in monthly installments, plus a bonus of 5% of the gross profit Buyer receives during the 12 months following its entry into an agreement with a new customer, supplier or other counterparty he introduces. Subject to approval by the Company’s Board of Directors, compliance with applicable securities laws and Nasdaq rules, the Company has agreed to issue to the Founder shares of common stock with an aggregate value of up to $600,000, consisting of (i) $50,000 of shares, to be issued within 30 days after the Closing Date and valued at the average closing price for the three trading days ending on the Closing Date, and (ii) $100,000, $200,000 and $250,000 of shares, respectively, if the closing price of the common stock equals or exceeds $5.00, $7.00 and $10.00 per share for three consecutive trading days while the Consulting Agreement is in effect (or, if Buyer terminates it without cause, during its original 12-month term), valued at the average closing price over those three trading days. The shares will be restricted securities and may not be transferred until the first anniversary of their issuance.
The Purchase Agreement contains representations, warranties and covenants made solely for the benefit of its parties, as of specified dates, and for purposes of allocating risk between them. Investors should not rely on them as statements of fact about the Company, Buyer, Seller or the Purchased Assets.
The foregoing descriptions of Purchase Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Consulting Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On November 3, 2026, Buyer completed the acquisition of the Purchased Assets pursuant to the Purchase Agreement. The Closing Payment and the escrow deposit were funded from the Company’s cash on hand.
Prior to the Transaction, there was no material relationship between the Company, Buyer or any of their affiliates, directors or officers, or any associate of any such director or officer, on the one hand, and Seller or the Founder, on the other hand, other than in respect of the previously disclosed non-binding letter of intent, the Purchase Agreement and the related agreements described in Item 1.01.
Item 7.01 Regulation FD Disclosure.
On November 4, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
Change in Trading Symbol
As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 23, 2026, in connection with the Transaction, the Company intends to adopt “GPU Exchange” as its doing-business-as name and to change the trading symbol of its common stock on The Nasdaq Capital Market from “EZRA” to “XGPU.”
The Company intends for its common stock to begin trading on The Nasdaq Capital Market under the new trading symbol “XGPU” at the opening of trading on November 10, 2026. Until that time, the common stock will continue to trade under the symbol “EZRA.”
The change in trading symbol does not affect the rights of the Company’s stockholders, and no action is required by stockholders with respect to the symbol change. The Company’s legal name will remain “Reliance Global Group, Inc.”
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These include statements regarding the Company’s plans for the development and operation of the Oblivus platform; the expected benefits of the Transaction; the possible payment of the Milestone Payments; the possible issuance of common stock to the Founder; the possible exercise of the investment right; the timing of the change in the trading symbol of the Company’s common stock and the adoption of the GPU Exchange doing-business-as name; and the Company’s expectations regarding the filing of any financial statements or pro forma financial information relating to the Transaction. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “will” and similar expressions are intended to identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Those risks and uncertainties include the Company’s ability to integrate, operate and grow the Oblivus platform, which has a limited operating history; its ability to retain and develop customer and supplier relationships, none of which are governed by assumed contracts; dependence on third-party GPU capacity and pricing; competition; the availability of capital to fund the platform; the scope and timing of any financial statements the Company may be required to file, and the consequences of any failure to file them on a timely basis; and the other risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the SEC. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update them, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired. The financial statements required by Item 9.01(a) of Form 8-K, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1*#† | Asset Purchase Agreement, dated as of November 3, 2026, by and among GPU Exchange Corp., Skyportal Inc. and, solely for the limited purposes set forth therein, Matthew Antoun. | |
| 10.1* | Consulting Agreement, dated November 3, 2026, by and among GPU Exchange Corp., Reliance Global Group, Inc. (solely for purposes of Section 4(b)) and Matthew Antoun. | |
| 99.1 | Press Release of Reliance Global Group, Inc., dated November 4, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
†
Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(2)(ii) of Regulation S-K because it is both
(i) not material and (ii) the type of information that the registrant treats as private or confidential.
# Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RELIANCE GLOBAL GROUP, INC. | ||
| By: | /s/ Ezra Beyman | |
| Name: | Ezra Beyman | |
| Title: | Chief Executive Officer | |
Date: November 9, 2026
Exhibit 99.1
Reliance Global Group Completes Acquisition of Oblivus, Marking Its Entry Into the AI Infrastructure Market
All-Cash Acquisition Completed; Company Remains Debt-Free
Oblivus Provides On-Demand GPU Cloud Computing for AI Training and Inference and Operates a Proprietary GPU Marketplace
Company Plans to Scale Rapidly From Approximately $1.5 Million in Annual Revenue, With Discussions Underway on Additional Growth Opportunities
LAKEWOOD, N.J., November 4, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA” or the “Company”) today announced that it has completed the acquisition of the assets of Oblivus, a GPU cloud provider and marketplace operator,[ from Skyportal Inc.], marking the Company’s entry into the AI cloud and infrastructure market. The acquisition closed on November 3, 2026, on the timeline announced in October, and was funded entirely in cash from cash on hand, with no shares of the Company’s common stock issued as consideration for the acquired assets. The Company remains debt-free following the closing.
Oblivus generated approximately $1.5 million in revenue during the twelve months ended September, 2026, based on the seller’s unaudited records, bringing an established customer base and proven GPU cloud technology to Reliance. With discussions underway regarding additional business opportunities, the Company is targeting substantial revenue growth through additional computing capacity, customer acquisition and investment in the platform.
As previously announced, the purchase price consists of $3,000,000 paid in cash at closing and up to $750,000 of additional cash payments contingent on the acquired business achieving specified revenue milestones during the twelve months following closing, of which $375,000 was deposited into escrow at closing. The acquisition was completed through GPU Exchange Corp., a newly formed, wholly-owned subsidiary of the Company. Under a consulting agreement entered into at closing, the founder of Oblivus will provide business development, strategic advisory and transition services for twelve months in exchange for $250,000 in cash, payable in monthly installments, and will be eligible to receive shares of the Company’s common stock with an aggregate value of up to $600,000, of which $50,000 is issuable within 30 days following closing and the balance only if the Company’s common stock closes at or above $5.00, $7.00 and $10.00 per share, respectively, for three consecutive trading days[, subject to approval by the Company’s Board of Directors]. The Company also holds a right, exercisable at its option, to invest up to $500,000 in the seller. Additional information regarding the acquisition will be included in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
As previously announced, Reliance plans to adopt GPU Exchange as its doing-business-as (“DBA”) name and to change its Nasdaq trading symbol from EZRA to XGPU, and the acquired business will operate under the GPU Exchange brand. The Company will announce the effective date of any ticker change separately, and its shares currently continue to trade under EZRA.
“Oblivus gives us an established, revenue-generating platform to build on,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “We intend to grow this business dramatically.”
“Our focus now is execution,” said Judah Korman, Chief Operating Officer of Reliance Global Group. “We are expanding GPU capacity, growing the customer base and working to convert the opportunities in front of us into revenue. GPU Exchange will bring these efforts together under one brand.”
Oblivus provides developers and businesses with access to GPU computing resources for AI training, inference and other demanding workloads. Customers can deploy and manage computing instances through its online platform and API, with on-demand and reserved capacity options. Its proprietary GPU marketplace connects customers with available computing capacity and enables third-party hardware owners to earn rental revenue by offering their hardware through the platform.
Reliance’s growth strategy combines investment in a Company-owned GPU fleet with expansion of the platform’s third-party GPU marketplace. The Company intends to increase computing supply, attract additional hardware providers and broaden customer adoption, with the objective of establishing GPU Exchange as an accessible destination for customers seeking GPU computing power and for hardware owners seeking to monetize available capacity. These initiatives build on the strategy outlined in the Company’s October 22, 2026 announcement of the transaction.
With the acquisition complete, Reliance is moving to expand the business through investment in computing capacity, platform development and new business opportunities. Management’s objective is to scale revenue substantially beyond Oblivus’s existing base. Reliance continues to operate, enhance and grow its RELI Exchange insurance platform alongside the new business.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (Nasdaq: EZRA) operates insurance and technology businesses and pursues opportunities to build and scale AI-related platforms. Through the acquisition of Oblivus, the Company has entered the GPU cloud and AI infrastructure market, which it plans to scale under the planned GPU Exchange brand. Additional information is available at https://www.relianceglobalgroup.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “target,” “project,” “potential,” or similar expressions, or by discussions of strategy, plans or intentions. Forward-looking statements in this press release include, without limitation, statements regarding: the integration and growth of the acquired business; expected revenue and the anticipated benefits of the acquisition; the payment of the escrow, milestone and consulting amounts; the issuance of shares of the Company’s common stock to the founder of the acquired business; the optional investment in the seller; the planned adoption of the GPU Exchange DBA and XGPU trading symbol; GPU fleet acquisitions and deployment; marketplace growth; discussions regarding additional business opportunities; and the pace and scale of business development.
These statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by these forward-looking statements.
Such risks and uncertainties include, without limitation: the risk that the acquired business does not perform as anticipated, including the risk that its unaudited historical revenue is not indicative of future results; the Company’s limited operating history in the GPU cloud business; the risk of the loss of customers, GPU providers or key personnel in connection with the transfer of the business; the Company’s ability to integrate and rapidly scale the acquired business; the risk that discussions regarding additional business opportunities do not result in definitive agreements or revenue; the capital required to execute the Company’s growth plans, including the acquisition of a Company-owned GPU fleet, which will require capital beyond the cash used to complete the acquisition and may be funded through equity financings that would be dilutive to existing shareholders; the Company’s ability to access additional capital on acceptable terms, or at all; the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq Capital Market; the Company’s ability to implement the planned GPU Exchange DBA and XGPU trading symbol change; GPU availability, pricing and technological obsolescence; customer demand, utilization and competition; and general business, economic, market and geopolitical conditions. Additional information regarding these and other factors that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, copies of which are available free of charge at www.sec.gov.
There can be no assurance that the anticipated growth or benefits of the acquisition will be realized or that the planned branding or ticker changes will be completed. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EZRA@crescendo-ir.com
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