Reliance Global Group (NASDAQ: EZRA) starts path to 51% control of Enquantum
Rhea-AI Filing Summary
Reliance Global Group has completed the initial closing of its strategic acquisition of Enquantum Ltd., a post-quantum cryptography company. At closing, Reliance acquired an equity stake representing approximately 8% of Enquantum’s fully diluted share capital through conversion of a previously issued $166,000 secured bridge note and an additional cash investment.
The share purchase agreement is structured as milestone-based tranches that are designed to increase Reliance’s ownership to 51% on a fully diluted basis, subject to specified operational and commercialization milestones and other conditions. A new amendment gives Reliance the right, at its sole discretion, to accelerate funding of one or more tranches even if the related milestones have not yet been met.
Reliance also agreed it may later issue up to $125,000 of its common stock as “Top-Up Shares” to raise its Enquantum stake from 48% to 51% on a fully diluted basis. Enquantum shares issued to Reliance were placed offshore under Regulation S and/or Section 4(a)(2), and any Top-Up Shares are expected to rely on Section 4(a)(2) and/or Regulation D. Reliance’s CEO, Ezra Beyman, has joined Enquantum’s board under the agreement’s governance terms as Reliance seeks to build Enquantum into a core post-quantum cybersecurity platform.
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Insights
Reliance takes initial 8% stake in Enquantum with a structured path to 51% control.
Reliance Global Group has moved from agreement to execution on its Enquantum acquisition by closing an initial tranche for roughly 8% fully diluted ownership, funded via conversion of a
An amendment now allows Reliance, in its sole discretion, to accelerate any tranche after the initial closing, waiving the related milestone condition while preserving other rights. That provides flexibility to consolidate control faster if it views Enquantum’s progress or market conditions as favorable, though it also concentrates capital deployment decisions at the parent level.
Enquantum focuses on hardware-accelerated, NIST-aligned post-quantum cryptography aimed at high-throughput environments. A potential additional
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.
As previously announced on February 5, 2026, Reliance Global Group, Inc., a Florida corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Enquantum Ltd., an Israeli company (“Enquantum”), pursuant to which the Company agreed to acquire, subject to specified milestone criteria and other customary conditions, up to 51% of Enquantum’s issued and outstanding share capital on a fully diluted basis.
On February 23, 2026, the Company consummated the closing of the transactions contemplated by the Share Purchase Agreement (the “Closing”). At the Closing, the Company acquired an equity interest in Enquantum representing approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The Closing included (i) the conversion of a previously issued secured bridge note in the principal amount of $166,000 into Enquantum ordinary shares and (ii) an additional cash investment pursuant to the first milestone tranche under the Share Purchase Agreement.
The Share Purchase Agreement provides for additional milestone-based tranche investments designed to increase the Company’s ownership in Enquantum over time to an aggregate of 51% of Enquantum’s issued and outstanding share capital on a fully diluted basis, subject to the satisfaction (or waiver) of specified operational and commercialization milestones and other customary conditions.
In connection with the Closing, on February 19, 2026, the Company and Enquantum entered into Amendment No. 1 to the Share Purchase Agreement (“Amendment No. 1”). Amendment No. 1 provides the Company with the right, in its sole and absolute discretion, at any time following the Closing, to accelerate the funding of any one or more milestone tranches set forth in the milestone schedule to the Share Purchase Agreement, regardless of whether the applicable milestone has been satisfied, by delivering written notice to Enquantum specifying the tranche(s) to be accelerated and the proposed closing date.
Upon receipt of such notice, Enquantum is obligated to take all required corporate actions and cooperate to consummate the issuance of the applicable ordinary shares on or prior to the designated closing date. In the case of any accelerated tranche, the requirement that the applicable milestone be satisfied as a condition to such tranche closing is deemed waived by the Company; however, the exercise of such acceleration right does not constitute a waiver of any other representations, warranties, covenants, conditions, rights or remedies of the Company under the Share Purchase Agreement or related transaction documents.
Except as expressly amended by Amendment No. 1, the Share Purchase Agreement remains in full force and effect.
In connection with the Closing and pursuant to the terms of the Share Purchase Agreement, Ezra Beyman, the Company’s Chairman and Chief Executive Officer, was appointed to the board of directors of Enquantum, effective as of February 23, 2026.
Mr. Beyman was appointed to Enquantum’s board pursuant to the governance provisions set forth in the Share Purchase Agreement. There are no arrangements or understandings between Mr. Beyman and any other persons pursuant to which he was appointed to Enquantum’s board, other than the Share Purchase Agreement. There are no related party transactions between Mr. Beyman and Enquantum that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Share Purchase Agreement and Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 10, 2026, and Amendment No. 1, filed as Exhibit 10.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 3.02 — Unregistered Sales of Equity Securities
The issuance of Enquantum ordinary shares to the Company at the Closing was made in a transaction not involving a public offering and was effected outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and/or pursuant to Section 4(a)(2) of the Securities Act.
In addition, pursuant to the Share Purchase Agreement, as previously disclosed, the Company has agreed, subject to the satisfaction (or waiver) of specified milestone criteria and other closing conditions, to issue to Enquantum shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”), with an aggregate value of $125,000 (the “Top-Up Shares”), in connection with a final control top-up intended to increase the Company’s ownership in Enquantum from 48% to 51% on a fully diluted basis. The number of Top-Up Shares, if any, will be determined based on the last reported sale price of the Common Stock on The Nasdaq Stock Market LLC on the trading day immediately preceding the applicable control top-up closing.
Any Top-Up Shares will be issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No Top-Up Shares have been issued as of the date of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On February 23, 2026, the Company issued a press release announcing the Initial Closing and related developments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | 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). | |
| 10.2 | Amendment No. 1 to the Share Purchase Agreement, dated February 19, 2026, entered into between the Company and Enquantum Ltd. | |
| 99.1 | Press Release, dated February 23, 2026 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The omitted schedules and exhibits contain information that is not material and/or is of the type that the Company treats as private or confidential. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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: February 25, 2026 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
Exhibit 99.1
Reliance Global Group Closes Enquantum Transaction, Launching Path to Majority Control of Post-Quantum Cybersecurity Platform
Post-Quantum Encryption Transition Expected to Drive a Multi-Year Global Cybersecurity Upgrade Cycle
LAKEWOOD, N.J., February 23, 2026 -- Reliance Global Group, Inc. (Nasdaq: EZRA) (“we,” “us,” our,” the “Company” or “Reliance”) today announced the completion of its strategic acquisition of Enquantum Ltd., a post-quantum cryptography company developing quantum-resilient encryption technology. The transaction marks the first active platform acquisition executed under EZRA’s Scale51 operating model and establishes a defined pathway toward majority control as the Company moves to build Enquantum into a core operating platform within EZRA International Group. Quantum computing advancement is accelerating globally, intensifying concern that widely deployed encryption standards such as Rivest-Shamir-Adleman (RSA) and Elliptic Curve Cryptography (ECC)— which secure financial systems, hyperscale cloud infrastructure, telecommunications backbones, AI platforms, government systems, and other critical infrastructure — may become vulnerable to quantum-enabled attacks. Security agencies and industry experts have warned of “harvest now, decrypt later” strategies, in which encrypted data is captured today with the expectation it may be decrypted once sufficiently advanced quantum systems become available.
In response, global standards bodies including the U.S. National Institute of Standards and Technology (NIST) are advancing post-quantum cryptographic standards in preparation for what many expect to be a multi-year infrastructure upgrade cycle across public and private networks.
Global cybersecurity spending is projected to exceed $300 billion annually by 2029, which we believe reflects the growing scale and urgency of digital risk management. We believe that the transition to quantum-resilient encryption may represent one of the most consequential structural shifts within that broader cybersecurity landscape, as encryption underpins virtually all modern digital infrastructure.
Post-quantum security is moving from research into infrastructure planning. Cryptographic migrations require extended integration timelines involving hardware implementation, network redesign, compliance validation, and interoperability testing. Organizations responsible for protecting sensitive data and critical systems are increasingly evaluating post-quantum frameworks well before full-scale quantum capability emerges.
Enquantum is developing hardware-accelerated, NIST-aligned post-quantum cryptographic solutions engineered for high-throughput, performance-sensitive environments. Enquantum’s architecture is designed to operate at terabit scale without degrading latency — a key requirement for financial institutions, telecommunications carriers, cloud providers, data centers, and government networks. In 2025, Enquantum was granted a patent covering FPGA-based encrypted communications utilizing quantum-resistant techniques, reinforcing its intellectual property position and technical differentiation.
“This transaction advances our strategy to acquire majority control of a company in an increasingly important sector as the industry transitions to post-quantum standards,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “We structured a milestone-driven acquisition pathway designed to culminate in majority control ownership, and today we executed Phase I. We believe, post-quantum encryption is not optional over the long term — it is a structural shift in how critical systems will be secured. We intend to build Enquantum into a scaled operating business under our control.”
Moshe Fishman, Senior Vice President of Strategic Ventures, added, “Infrastructure-level encryption changes take years to deploy. Organizations cannot afford to wait until quantum systems are fully mature before preparing. Enquantum’s hardware-based approach is designed for environments where security upgrades must be implemented without sacrificing throughput or operational performance. Our staged acquisition framework aligns capital deployment with measurable execution milestones as we advance toward majority ownership. Our decision to acquire Enquantum reflects our strategy to secure ownership in foundational cybersecurity infrastructure while actively supporting commercialization. Beyond capital, Reliance brings operational scaling experience, strategic partnerships, and market-access capabilities that we believe can accelerate Enquantum’s path into the North American market, including government and advanced enterprise environments with our business partners, as demand for quantum-resilient encryption grows.”
Roman Vercetti, CEO of Enquantum Ltd. commented, “Enquantum is very excited to partner with Reliance Global Group to deliver market-leading Post Quantum innovative solutions for the future of networking and security. Reliance’s EZRA International Group shares our vision towards a safer, faster and smarter connected world.”
Under the terms of the definitive agreement, Reliance acquired an initial equity position in Enquantum through the conversion of a previously issued secured bridge note and an additional cash investment as the first milestone payment. The agreement provides for structured, milestone-based tranche investments designed to increase Reliance’s ownership position over time to a 51% fully diluted controlling interest, subject to the achievement of specified operational and commercialization milestones and satisfaction of customary conditions. Reliance expects to obtain majority governance rights upon the achievement and funding of specified milestones.
The Enquantum transaction represents the first executed platform investment under the Company’s Scale51 operating model as part of the Company’s EZRA International Group strategy. Scale51 is designed to identify high-impact technology sectors, structure disciplined pathways to majority control, and provide active operational support to scale businesses with long-term value potential.
The transition toward quantum-resilient security is expected to affect regulated financial systems, cloud and AI infrastructure, telecommunications networks, defense environments, and other critical systems that rely on modern cryptographic protection. Through its planned majority ownership strategy, the Company intends to position Enquantum to participate in this migration as adoption expands globally.
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/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes 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, offering 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 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
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “seek,” “potential,” “target,” or similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding: the Company’s expected pathway to increase its ownership in Enquantum Ltd. to a 51% fully diluted controlling interest pursuant to the definitive agreement; the timing, funding and completion of future milestone-based tranche investments; the Company’s anticipated ability to obtain majority governance rights upon achievement of specified milestones; the development, performance, scalability and commercialization of Enquantum’s post-quantum cryptographic technology; the anticipated demand for, and timing of, migration to quantum-resilient encryption standards; the size, growth and evolution of the post-quantum cybersecurity market; the Company’s ability to integrate Enquantum within EZRA International Group and execute its Scale51 operating model; the expected strategic, operational and financial benefits of the transaction; and the Company’s broader capital allocation strategy and growth objectives.
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: the risk that future milestone conditions are not achieved or are delayed; the risk that the Company is unable to fund future tranche investments on anticipated terms or timelines; the risk that the Company does not ultimately obtain majority ownership or governance control; risks related to the development, validation, performance, regulatory acceptance, commercialization or market adoption of Enquantum’s technology; the risk that post-quantum standards adoption or infrastructure migration occurs more slowly or differently 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, interest rate and geopolitical conditions.
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, 2024, as amended, 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:
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Email: EZRA@crescendo-ir.com
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