Reliance Global (NASDAQ: EZRA) invests $2M in Innervate radiopharma
Rhea-AI Filing Summary
Reliance Global Group formed LifeSci Global Group LLC, a majority-owned healthcare investment vehicle, and funded it using a Promissory Note of up to $2,000,000 from its subsidiary EZRA International Group.
LifeSci Global agreed to purchase up to 421,053 Innervate Radiopharmaceuticals units at $4.75 per unit, totaling about $2.0 million, with $500,000 funded at closing. The deal includes priority distributions and up to 210,526 warrants and was approved by independent directors as a related-party transaction, with committee reshuffling to ensure board independence.
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Insights
Reliance creates a healthcare investment arm and makes a modest, related-party radiopharma bet.
Reliance Global Group set up LifeSci Global Group to invest in healthcare, initially backing Innervate Radiopharmaceuticals with up to $2,000,001.75. Funding flows through a $2,000,000 Promissory Note from subsidiary EZRA International Group at 7% interest, maturing on April 29, 2031.
The Innervate stake is minority but carries preferred economics: a one-time $4.75 per-unit priority distribution and up to 210,526 warrants at $4.75, expiring October 31, 2029. This concentrates exposure in an early-stage radiopharmaceutical platform, with development, regulatory and market-uptake risks clearly highlighted.
Because executives hold indirect interests in LifeSci Global and Innervate, the transactions were treated as related-party deals, approved by independent directors under Florida law and company policy. Board committees were reconstituted so audit, compensation and nominating functions are now fully independent, which helps address potential conflict-of-interest concerns.
8-K Event Classification
Key Figures
Key Terms
Priority Review Voucher regulatory
Rule 506(b) of Regulation D regulatory
Rare Pediatric Disease Priority Review Voucher regulatory
radiopharmaceuticals medical
neuroblastoma medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2026 (the “Closing Date”), Reliance Global Group, Inc. (the “Company”) and certain of its affiliates entered into a series of definitive agreements (collectively, the “Transaction Documents”) in connection with the formation of LifeSci Global Group LLC, a Delaware limited liability company (“LGG”), and the consummation by LGG of an initial investment in Innervate Radiopharmaceuticals LLC, a Delaware limited liability company (“Innervate”), an early-stage company focused on the development of radiopharmaceutical products and related technologies (the “Innervate Investment”). The Transaction Documents were entered into following the review and approval of the transactions by the independent and disinterested members of the Company’s Board of Directors, as further described under Item 8.01 below.
LGG Operating Agreement
On April 29, 2026, the Company entered into the limited liability company operating agreement of LGG (the “LGG Operating Agreement”), pursuant to which the Company became the holder of approximately 51% of the membership interests in LGG. The remaining approximately 49% of the membership interests in LGG are held by LifeSci Management Group LLC, a Delaware limited liability company (“Management Group”), which is owned by Ezra Beyman (the Company’s Chairman and Chief Executive Officer), Scott Korman (a member of the Company’s Board of Directors), and David Turner. LGG was formed for the purpose of identifying and making investments in healthcare-related companies.
Promissory Note
On April 29, 2026, EZRA International Group LLC, a New Jersey limited liability company (“EIG”) that is a wholly-owned subsidiary of the Company, and LGG entered into a Promissory Note (the “Promissory Note”) in the maximum aggregate principal amount of $2,000,000. The Promissory Note bears interest at 7% per annum, compounded annually and accruing daily. Advances under the Promissory Note may be made by EIG to LGG from time to time at EIG’s discretion. The entire outstanding principal amount and accrued interest are payable on the earlier of (i) an event of default and (ii) the fifth anniversary of the effective date of the Promissory Note (April 29, 2031), subject to extension by mutual written agreement.
Innervate Subscription Agreement and Side Letter
On the Closing Date, LGG entered into a Unit Subscription Agreement (the “Subscription Agreement”) and a related Letter Agreement (the “Side Letter”, and together with the Subscription Agreement, the “Innervate Agreements”) with Innervate, pursuant to which LGG agreed to subscribe for up to 421,053 Class A units of Innervate at a purchase price of $4.75 per unit, for an aggregate purchase price of $2,000,001.75, payable in installments. Upon completion of the investment, LGG will hold a minority equity interest in Innervate. Pursuant to the Side Letter, LGG is also entitled to (i) a one-time priority distribution of $4.75 per unit out of proceeds from a sale of Innervate’s Priority Review Voucher, a liquidity event or operating distributions, payable in priority to ordinary distributions and (ii) warrants to purchase additional Innervate units, issued in tranches at the rate of one warrant for every two units issued, with an aggregate cap of 210,526 warrants, a strike price of $4.75 per unit and an expiration date of October 31, 2029. The Innervate units are being issued to LGG in a private placement made by Innervate in reliance on Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.
The foregoing descriptions of the Transaction Documents do not purport to be complete and are qualified in their entirety by reference to the full text of the Promissory Note, the Subscription Agreement, and the Side Letter, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Transaction Documents have been included as exhibits to this Current Report on Form 8-K to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about the Company, LGG, EIG, Innervate or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Transaction Documents were made only for the purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the applicable agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the applicable agreement instead of establishing these matters as facts. Investors and security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, LGG, EIG, Innervate or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Promissory Note is incorporated by reference into this Item 2.03. The Promissory Note has a maximum aggregate principal amount of $2,000,000, bears interest at 7% per annum (compounded annually), and matures on the fifth anniversary of its effective date (April 29, 2031). As of the Closing Date, EIG advanced $500,000 of principal under the Promissory Note. EIG may make additional advances from time to time at its discretion, up to the maximum principal amount, with each advance recorded on records maintained by EIG.
Item 7.01 Regulation FD Disclosure.
On April 30, 2026, the Company issued a press release announcing the matters described in Items 1.01 and 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 set forth under 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 of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Formation of LifeSci Global Group LLC
On April 29, 2026, the Company formed LGG as a Delaware limited liability company for the purpose of identifying and making investments in healthcare-related companies, with an initial emphasis on early-stage life sciences and related technologies. The Company holds approximately 51% of the membership interests in LGG. The remaining approximately 49% of the membership interests in LGG are held by Management Group, which in turn is owned by Ezra Beyman, the Company’s Chairman and Chief Executive Officer; Scott Korman, a member of the Company’s Board of Directors; and David Turner, a business associate of Mr. Korman. LGG’s investments are funded through loans from the Company (either directly or through its wholly-owned subsidiary EIG) to LGG.
Related-Party Interests and Independent Director Approval
The formation of LGG, the Promissory Note, and the Innervate Investment constitute related-party transactions within the meaning of Item 404 of Regulation S-K, in which multiple directors and executive officers of the Company have direct or indirect material interests. Specifically:
● Mr. Beyman, the Company’s Chairman and Chief Executive Officer, indirectly holds an equity interest in LGG through his ownership of Management Group;
● Mr. Korman, a member of the Company’s Board of Directors, indirectly holds an equity interest in LGG through his ownership of Management Group, and serves as the Chief Executive Officer and a member of the board of managers of Innervate, the recipient of LGG’s initial investment; and
● Mr. Turner, a business associate of Mr. Korman, indirectly holds an equity interest in LGG through his ownership of Management Group.
The transactions described in this Current Report on Form 8-K were reviewed and approved by the independent and disinterested members of the Company’s Board of Directors, in accordance with the Company’s policy on related-party transactions and Section 607.0832 of the Florida Business Corporation Act. Mr. Beyman and Mr. Korman recused themselves from all Board deliberations and voting regarding the transactions and did not participate in the approval thereof.
Changes to Composition of Board Committees
On April 28, 2026, and in connection with the related-party transactions described above and Mr. Korman’s ongoing role as Chief Executive Officer and a member of the board of managers of Innervate, the Board of Directors of the Company approved the following changes to the composition of the standing committees of the Board, in each case effective as of April 28, 2026:
● Audit Committee. Mr. Korman was removed as a member and as Chairman of the Audit Committee. Alex Blumenfrucht was appointed as a member of the Audit Committee, and Ben Fruchtzweig was appointed as Chairman of the Audit Committee.
● Compensation Committee. Mr. Korman was removed as a member of the Compensation Committee. Mr. Fruchtzweig was removed as Chairman of the Compensation Committee. Mr. Blumenfrucht was appointed as a member and as Chairman of the Compensation Committee.
● Nominating Committee. Mr. Korman was removed as a member of the Nominating Committee, and Mr. Blumenfrucht was appointed as a member of the Nominating Committee.
Following the foregoing changes, each of the Audit Committee, the Compensation Committee, and the Nominating Committee is composed solely of directors whom the Board has affirmatively determined to be independent under the applicable rules of The Nasdaq Stock Market LLC and, with respect to the Audit Committee, Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Korman continues to serve as a member of the Board. Mr. Korman’s departure from the committees was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated April 29, 2026, by and between EZRA International Group LLC and LifeSci Global Group LLC. | |
| 10.2 | Unit Subscription Agreement, dated April 30, 2026, by and between Innervate Radiopharmaceuticals LLC and LifeSci Global Group LLC. | |
| 10.3 | Letter Agreement (Side Letter), dated April 30, 2026, by and between Innervate Radiopharmaceuticals LLC and LifeSci Global Group LLC. | |
| 99.1 | Press Release, dated May 4, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 4, 2026 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
Exhibit 99.1
Reliance Global Group Completes Transformative Investment in Late-Stage Radiopharmaceutical Innovator Innervate Through EZRA’s Biotech Division
Transaction Expands EZRA International Group’s Biotech Division, LifeSci Global, Into Late-Stage Radiopharmaceutical Imaging
Initial Neuroblastoma Opportunity of Approximately $250 Million, with Additional Potential Billion-Dollar Expansion Markets and Priority Review Voucher Upside
LAKEWOOD,
N.J.,
The transaction gives Reliance entry into a late-stage radiopharmaceutical platform targeting a serious unmet need in pediatric oncology, with additional expansion opportunities in cardiovascular and neurodegenerative disease and the potential for a valuable Priority Review Voucher pathway. Reliance believes the investment represents a compelling opportunity to participate in a differentiated healthcare platform with meaningful near-term upside and substantially larger long-term expansion potential.
As part of the transaction, LifeSci Global is set to acquire 421,053 shares of Innervate Radiopharmaceuticals at $4.75 per share, for a total investment of approximately $2.0 million of which $500,000 was funded at closing. LifeSci Global also holds the unilateral right to accelerate funding.
Innervate’s lead asset, 18F-mFBG, is being developed as a next-generation PET imaging agent for neuroblastoma, a rare and serious pediatric cancer arising from neural crest cells, most commonly in young children. Compared with the current standard of care, 123I-mIBG SPECT imaging, Innervate’s 18F-mFBG PET imaging agent is designed to provide higher-resolution images, faster scan times and improved lesion identification, with the potential to enhance diagnostic confidence, support better-informed patient management and improve the overall patient experience. Innervate’s neuroblastoma program has involved leading institutions in pediatric oncology and nuclear imaging, including Memorial Sloan Kettering Cancer Center and the NANT network. Reliance believes this supports the platform’s strategic significance and clinical relevance.
“We believe this is exactly the type of transformative opportunity EZRA International Group was built to pursue,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “Innervate represents what we view as a compelling entry into one of the fastest growing and most strategically active segments in healthcare. It combines a differentiated late-stage oncology opportunity, a potentially significant Priority Review Voucher pathway, and what we believe may be a highly expandable platform with applications that extend well beyond the initial indication.”
Mr. Beyman continued, “For Reliance shareholders, we believe this transaction creates exposure to a differentiated late-stage healthcare platform with meaningful near-term upside and substantially larger long-term expansion potential. Neuroblastoma alone represents a meaningful initial opportunity, but what makes this especially compelling is the broader platform potential in cardiovascular and neurodegenerative disease markets that management believes could each exceed $1 billion. We believe this investment reflects the continued execution of our strategy to build long-term shareholder value through targeted ownership in high-upside technology and innovation-driven businesses.” This approach reflects the Company’s broader strategy of identifying differentiated platforms early and building exposure through disciplined capital allocation over time.
Innervate’s 18F-mFBG is intended to help identify areas in the body where cancer may be present by targeting the norepinephrine transporter (NET). Compared with the current standard of care, 123I-mIBG SPECT imaging, PET-based imaging has the potential to offer higher resolution, faster scan times, improved lesion detection, dramatically improved patient experience and greater diagnostic reliability.
Reliance believes Innervate offers a rare combination of a meaningful near-term oncology opportunity and substantially larger follow-on expansion paths. The neuroblastoma market alone represents an estimated annual global revenue opportunity of approximately $250 million, while future cardiovascular and neurodegenerative applications may each address markets exceeding $1 billion. More broadly, PET imaging and radiopharmaceuticals are among the fastest-growing segments in radiology, with annual U.S. sales exceeding $2 billion and global sales exceeding $5 billion, supported by growing clinical adoption, meaningful commercial demand, and robust M&A and strategic activity across the sector. There can be no assurance that Innervate’s products will receive regulatory approval or achieve commercial success, or that any of the market opportunities described herein will be realized. The investment is structured as a staged capital deployment over time, designed to provide continued exposure to the platform as development progresses.
Moshe Fishman, Senior Vice President of Strategic Ventures at Reliance Global Group, said, “We believe Innervate is a particularly attractive fit for EZRA’s biotech division because it combines differentiated science, late-stage positioning and significant strategic optionality. The lead neuroblastoma program addresses an area of urgent medical need, while the broader platform may open the door to substantially larger commercial opportunities over time. In our view, this is not simply an investment in a single asset. It is an investment in a platform that we believe may support multiple future value inflection points.”
Mr. Fishman added, “What stands out to us is the asymmetry of the opportunity. The initial neuroblastoma program appears meaningful on its own, but the additional upside from platform expansion, potential strategic interest and the possibility of a Priority Review Voucher, if ultimately awarded in connection with a future approval, could materially enhance the overall value proposition.”
Innervate has indicated that its lead neuroblastoma program includes a pivotal efficacy and safety study and is advancing toward regulatory submission-related activities. Reliance believes the program’s development timeline may present important future milestone opportunities, including potential clinical and regulatory inflection points. Innervate also anticipates the possibility of receiving a Rare Pediatric Disease Priority Review Voucher in connection with a future approval, which, if awarded, could represent an additional monetizable asset. There can be no assurance that any such voucher will be received or monetized. The Company expects continued progress across the coming quarters, with potential updates on clinical advancement and regulatory pathway activities.
The investment was made through LifeSci Global, a majority-owned subsidiary of the Company. The investment was reviewed and approved by the independent and disinterested members of the Company’s Board of Directors. Interested directors recused themselves from all Board and committee deliberations regarding the transaction.
Scott Korman, a member of the Company’s Board of Directors, serves as the Chief Executive Officer of Innervate and holds an equity interest in LifeSci Global. Ezra Beyman, the Company’s Chairman and Chief Executive Officer, also holds an equity interest in LifeSci Global.
Reliance believes this transaction further validates EZRA International Group’s broader strategy of identifying, acquiring and supporting ownership positions in innovative, high-growth businesses where disciplined capital allocation and active strategic involvement can unlock meaningful long-term shareholder value. With this investment, Reliance expands EZRA International Group into radiopharmaceuticals and advanced medical imaging, as part of its broader strategy of disciplined capital allocation across high-growth technology and life sciences platforms,
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: EZRA) is an InsurTech pioneer leveraging artificial intelligence (AI) and cloud-based technologies to transform and improve efficiencies in the insurance agency and brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies with a full suite of business development tools, enabling them to compete effectively with large-scale national insurance agencies while reducing back-office costs and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, uses AI and data mining to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail brick-and-mortar insurance agencies, which are leaders and pioneers in their respective regions throughout the United States and offer a wide variety of insurance products.
In addition to its insurance and Insurtech operations, Reliance operates EZRA International Group, its strategic growth platform focused on identifying, acquiring, and building majority or controlling stakes in high-growth technology and life sciences companies. EZRA International Group is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term shareholder value creation through disciplined capital allocation and active ownership.
Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
Forward-looking statements in this press release include, without limitation, statements regarding: the Company’s investment in Innervate Radiopharmaceuticals through LifeSci Global Group LLC; the development, regulatory pathway, clinical progress, commercialization and market potential of Innervate’s product candidates, including 18F-mFBG; the potential for Innervate to receive a Rare Pediatric Disease Priority Review Voucher and the potential value thereof; the estimated size and growth of the neuroblastoma, cardiovascular, neurodegenerative and broader radiopharmaceutical markets; the Company’s strategy of identifying, acquiring and supporting ownership positions in innovative, high-growth businesses through EZRA International Group; and the expected strategic, operational and financial benefits of the Company’s investments.
These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, without limitation: risks related to the development, regulatory review, clinical testing, approval, commercialization and market adoption of Innervate’s product candidates, including the risk that Innervate’s products do not receive regulatory approval or do not achieve commercial success; the risk that Innervate does not receive a Rare Pediatric Disease Priority Review Voucher or that any such voucher is not monetized for the amounts historically achieved by other vouchers; the risk that the estimated market opportunities described herein do not materialize or are smaller than anticipated; integration, execution and scaling challenges associated with supporting an early-stage technology company; the risk that anticipated synergies or strategic benefits are not realized on expected timelines or at all; intellectual property, cybersecurity, regulatory and data protection risks; the Company’s ability to access capital on acceptable terms or at all; and general economic, market and interest rate conditions.
Such risks and uncertainties also include geopolitical risks, including the ongoing and evolving conflict involving Israel and Iran, which may result in regional instability, military activity, cyberattacks, disruptions to critical infrastructure, supply chains or communications networks or workforce disruptions. The extent, duration, and impact of such conditions remain uncertain and could materially adversely affect the Company’s investments and operations.
Actual results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding 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, when filed, and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.
Contact:
Crescendo Communications, LLC
Tel : +1 (212) 671-1020
Email : EZRA@crescendo-ir.com