Reliance Global Group proposes up to $3.75M cloud deal
The proposed deal remains non-binding, and an early November 2026 closing depends on definitive agreements and applicable closing conditions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Reliance Global Group, Inc. entered a non-binding letter of intent on September 23, 2026, to acquire all or substantially all of a privately held company's GPU cloud and marketplace business for up to $3,750,000, payable entirely in cash. Terms provide for $3,000,000 at closing, $375,000 in escrow, releasable six months after closing only if a minimum revenue threshold is met (otherwise returned), and a further $375,000 12 months after closing subject to a performance milestone to be agreed. Reliance may invest up to $500,000 in the seller, but the acquisition is not conditioned on that investment. Closing is anticipated in early November 2026, subject to satisfactory due diligence, definitive agreements and other closing conditions.
The independent Compensation Committee approved cash instead of unissued equity awards: $224,193.84 for Chief Operating Officer Judah Korman and $124,730.13 for Vice President Mordy Beyman, fully settling their unissued balances, and $440,000.00 for Chairman and Chief Executive Officer Ezra Beyman, partially settling his balance; $94,308.38 remains payable in shares subject to availability under the 2025 Plan. These related-party payments were approved without interested directors participating.
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 pointReliance says it is debt-free after retiring 100% of its term debt.
Negative
- None.
Filing Explained
Separately from the still-proposed purchase, the company says its planned GPU-fleet expansion will require capital beyond the purchase funding and may use equity financing that would dilute holders; the purchase’s cash-only terms do not cover that expansion.
8-K Event Classification
Key Figures
Key Terms
non-binding letter of intent financial
escrow account financial
definitive agreements financial
GPU marketplace technical
GPU fleet technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is EZRA's proposed GPU business acquisition?
When does EZRA expect to close the GPU acquisition?
What exclusivity period does EZRA's LOI provide?
What consulting and non-compete terms does EZRA's LOI include for the target founder?
What ticker and branding changes does EZRA plan?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| 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) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
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.
Emerging
growth company
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 19, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Reliance Global Group, Inc. (the “Company”), which is composed solely of independent directors, approved the settlement in cash, in lieu of shares of the Company’s common stock, of all or a portion of the unissued balances of the equity awards previously approved by the Committee on June 25, 2026 for Ezra Beyman, the Company’s Chairman and Chief Executive Officer, Judah Korman, the Company’s Chief Operating Officer, and Mordy Beyman, a Vice President of the Company, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2026.
As previously reported, the equity awards consisted of a fully vested stock award to Mr. Ezra Beyman having an aggregate grant-date value of $1,058,000 and annual equity awards to Mr. Korman and Mr. Mordy Beyman having grant-date values of $300,000 and $150,000, respectively, in each case to be issued under the Company’s 2025 Equity Incentive Plan, as amended (the “2025 Plan”), and a portion of each award was granted in shares of restricted common stock on June 24, 2026. The Committee approved cash payments, in lieu of shares, of (i) $224,193.84 to Mr. Korman and (ii) $124,730.13 to Mr. Mordy Beyman, in each case in full satisfaction of the unissued balance of his equity award, and (iii) $440,000.00 to Mr. Ezra Beyman, in partial satisfaction of the unissued balance of his equity award, with the remaining $94,308.38 of such balance to remain payable in shares of common stock in accordance with the terms of his award, subject to the availability of shares under the 2025 Plan. The cash payments are payable promptly following the Committee’s approval through the Company’s payroll, less applicable withholdings. No other terms of the compensation arrangements of Messrs. Ezra Beyman, Korman and Mordy Beyman were changed.
Mr. Korman is the son of Scott Korman, a director of the Company, and Mr. Mordy Beyman is the son of Mr. Ezra Beyman. Accordingly, the foregoing payments constitute related party transactions for purposes of Item 404(a) of Regulation S-K. Neither Scott Korman nor Ezra Beyman is a member of the Committee, and the Committee approved the payments without the participation of any interested director.
Item 7.01. Regulation FD Disclosure.
On October 22, 2026, the Company issued a press release announcing its entry into the non-binding letter of intent described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.
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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On September 23, 2026, the Company entered into a non-binding letter of intent (the “LOI”) with a privately held technology company (the “Seller”) pursuant to which the Company would acquire all or substantially all of the assets, rights, customer and vendor relationships, intellectual property and goodwill comprising the Seller’s GPU cloud and marketplace business, which delivers on-demand computing capacity for artificial intelligence and other compute-intensive workloads and enables third-party hardware owners to offer GPU capacity through its platform (the “Target Business”) in an asset purchase for aggregate consideration of up to $3,750,000, payable entirely in cash (the “Proposed Acquisition”).
| 2 |
Under the terms of the LOI, $3,000,000 of the purchase price would be paid to the Seller in cash at closing, and an additional $375,000 would be deposited by the Company at closing into an escrow account, to be released to the Seller six months following closing only if the Target Business achieves a specified minimum revenue threshold during such period, failing which the escrowed amount would be returned to the Company. A further $375,000 would be payable to the Seller twelve months following closing, subject to the achievement of a performance milestone to be agreed in the definitive agreements. In connection with the closing, the founder of the Target Business would enter into a one-year consulting agreement with the Company providing for aggregate cash compensation of $250,000 and would agree to a two-year non-competition covenant in favor of the Company. The LOI also provides the Company the option, in its sole discretion, to invest up to $500,000 in the Seller on the terms set forth in the LOI; the Proposed Acquisition is not conditioned on any such investment.
The Company currently anticipates that the closing of the Proposed Acquisition would occur in early November 2026, subject to the Company’s satisfactory completion of due diligence, the negotiation and execution of definitive agreements, receipt of third-party consents, the absence of a material adverse change affecting the Target Business and other customary closing conditions. In connection with the Proposed Acquisition, 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 will announce the effective date of the symbol change separately.
The LOI is non-binding as to the principal economic and other terms of the Proposed Acquisition as described above, except for certain customary provisions relating to exclusivity, confidentiality, governing law and allocation of expenses, which are binding on the parties. Among these, the Seller has agreed, for a period of 60 days commencing September 23, 2026 (subject to extension by mutual written agreement for an additional 30 days), not to solicit, negotiate or pursue an alternative transaction involving the Target Business.
There can be no assurance that the parties will negotiate or execute definitive agreements, that the Proposed Acquisition will be consummated on the terms described above, on the contemplated timeline, or at all, or that any definitive agreements, if executed, will not contain terms materially different from those described in this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the Proposed Acquisition, the anticipated terms, timing, funding and consummation thereof, the Company’s planned entry into the GPU cloud and artificial intelligence infrastructure market, and the planned adoption of the GPU Exchange doing-business-as name and XGPU trading symbol. These statements are subject to risks and uncertainties, including that the LOI is non-binding as to the principal terms of the Proposed Acquisition, that definitive agreements may not be negotiated or executed, that the Company’s continuing due diligence may identify matters that adversely affect the Target Business or the terms of the Proposed Acquisition, that the Proposed Acquisition may not be consummated on the terms described, on the contemplated timeline, or at all, and that the Target Business may not perform as anticipated following the closing. Additional risk factors are discussed in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Reliance Global Group, Inc., dated October 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
SIGNATURE
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. | ||
| Dated: October 23, 2026 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
| 4 |
Exhibit 99.1
Reliance Global Group Signs LOI to Acquire a GPU Cloud Provider, Targeting Rapid Growth in AI Infrastructure
Acquisition Structured With No Shareholder Dilution; Company Remains Debt-Free With Acquisition Funding Already in Place
Company to Rebrand as “GPU Exchange” and Plans to Change Its Nasdaq Ticker to “XGPU”
Due Diligence Substantially Complete; Closing Anticipated in Early November 2026
LAKEWOOD, N.J., October 22, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA” or the “Company”) today announced that on September 23, 2026, it executed a non-binding letter of intent (the “LOI”) to acquire the assets of a GPU cloud provider and marketplace operator delivering on-demand computing infrastructure for AI training, inference and other demanding workloads. The proposed acquisition would mark Reliance’s entry into the AI cloud market, with plans to scale rapidly through investment in a Company-owned GPU fleet and expansion of the acquisition target’s proprietary marketplace.
The business being acquired delivers on-demand computing capacity for artificial intelligence and other compute-intensive applications while enabling third-party GPU owners to earn revenue by offering their hardware through its platform. Reliance intends to build on this operating foundation by acquiring additional graphics processing units (“GPUs”), increasing available computing capacity and broadening marketplace participation.
The proposed acquisition is structured to result in no dilution to existing shareholders, as the purchase price is payable entirely in cash and no shares of the Company’s common stock will be issued as consideration for the acquisition, and the funds required to complete the transaction are already in place. Under the LOI, $3,375,000 is payable at closing, consisting of $3,000,000 in cash and $375,000 funded into escrow. A further $375,000 is payable 12 months after closing. Both $375,000 payments are subject to the achievement of specified milestones, and the Company will also pay $250,000 of consulting fees to the founder of the business over the 12 months following closing. The LOI also provides for an optional $500,000 investment by the Company in a related company of the seller. Reliance reiterated that it is debt-free, having retired 100% of its term debt. Due diligence is substantially complete, and the Company anticipates closing in early November 2026, subject to finalizing definitive agreements and satisfying applicable closing conditions.
In connection with this strategy, Reliance plans to adopt GPU Exchange as its doing-business-as (“DBA”) name and change its Nasdaq trading symbol from EZRA to XGPU. Following completion of the acquisition, the acquired business would operate under the GPU Exchange brand. The Company will announce the effective date of any ticker change separately. Its shares currently continue to trade under EZRA.
“The proposed acquisition provides an operating foundation for our entry into AI infrastructure, with a clear strategy to scale substantially,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “We believe this is the most significant step in the Company’s evolution to date. We are pursuing this acquisition with no outstanding debt, funding already in place and no dilution to existing shareholders.”
“Our focus is execution: acquiring and deploying GPUs, growing the customer base and making it easier for hardware owners to earn revenue through the marketplace,” said Judah Korman, Chief Operating Officer of Reliance Global Group. “By combining our own GPU fleet with third-party capacity, we intend to scale supply rapidly and serve more customers through a single platform. GPU Exchange will bring these efforts together under one brand.”
While Reliance continues to operate, enhance and grow the RELI Exchange platform, the Company believes the proposed acquisition creates new opportunities for expansion and scale.
Entering the Market with a Strategy for Rapid Scale
Following completion of the acquisition, Reliance intends to pursue growth through two complementary initiatives:
| ● | Acquire and scale a Company-owned GPU fleet. Invest in GPUs to provide additional computing capacity for AI training, inference, rendering and other demanding workloads. | |
| ● | Grow the proprietary GPU marketplace. Invest in the platform, attract additional customers and providers, and make it easier for individuals, businesses and infrastructure operators to offer GPU capacity and earn revenue when customers use it. |
The Company-owned fleet would complement third-party capacity available through the marketplace, allowing the business to grow through both direct infrastructure investment and increased provider participation.
Reliance’s objective is to establish GPU Exchange as an accessible destination for customers seeking GPU computing power and hardware owners seeking to monetize available capacity. The Company intends to use the acquisition target’s existing platform as the foundation for accelerating customer adoption, increasing computing supply and scaling operations.
Transaction Status
The LOI is non-binding, and the acquisition has not yet closed. Due diligence is substantially complete, and completion remains subject to finalizing definitive agreements and satisfying applicable closing conditions. Reliance anticipates closing in early November 2026 and expects to provide additional updates as the transaction progresses.
About the Acquisition Target
The acquisition target is a GPU cloud provider and marketplace operator delivering on-demand computing resources for artificial intelligence, machine learning, rendering and other demanding workloads. Its proprietary GPU marketplace connects customers with available computing capacity and enables third-party hardware owners to earn rental revenue.
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 proposed acquisition, the Company intends to enter the GPU cloud and AI infrastructure market and rapidly scale the business 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 proposed acquisition, including its anticipated timing, funding and non-dilutive structure; the payment of the closing, escrow, milestone and consulting amounts; the optional investment in a related company of the seller; the negotiation and execution of definitive agreements; the Company’s planned entry into the GPU cloud and AI infrastructure market; the planned adoption of the GPU Exchange DBA and XGPU trading symbol; GPU fleet acquisitions and deployment; marketplace growth; the pace and scale of business development; and anticipated business benefits.
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 non-binding nature of the LOI and the risk that definitive agreements are not executed, closing conditions or applicable approval requirements are not satisfied, or the acquisition is delayed or not completed; the risk that the Company’s continuing due diligence identifies matters that adversely affect the acquisition target or the terms of the acquisition; 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 capital required to execute its growth plans, including the acquisition of a Company-owned GPU fleet, which will require capital beyond the cash required to complete the proposed 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 proposed acquisition, branding or ticker changes will be completed or that anticipated growth or benefits will be realized. 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
###