Welcome to our dedicated page for Reliance Global Group SEC filings (Ticker: RELI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Reliance Global Group, Inc. filings document governance votes, material agreements, capital-structure matters, and public-company reporting for RELI. Proxy statements and 8-K reports cover annual meeting results, director elections, auditor ratification, amendments to the company’s equity incentive plan, and shareholder voting mechanics.
The filing record also includes material definitive agreements involving EZRA International Group LLC, LifeSci Global Group LLC, and healthcare-related investment activity, including disclosures on operating agreements, promissory notes, related-party governance review, and ownership interests. Other 8-K disclosures address settlement agreements tied to prior stock purchase transactions, common stock and warrant matters, risk factors, and corporate governance updates.
Reliance Global Group, Inc. is conducting a best-efforts primary offering of 7,219,259 units at $0.27 per unit and 188,149 pre-funded units at $0.269 per unit. Each unit includes one share of common stock and two two-year common warrants exercisable at $0.27 per share. Each pre-funded unit substitutes a pre-funded warrant at a $0.001 exercise price for the share, with 4.99% or 9.99% beneficial-ownership caps.
The transaction is led by H.C. Wainwright as exclusive placement agent, with no minimum offering amount and no escrow, so actual proceeds may be well below the maximum and are immediately available to the company. The fee table reflects a total public offering price of $1,999,812.01 and gross proceeds to the company of $1,859,812.00 before expenses.
The filing also registers common stock issuable on exercise of the common warrants, pre-funded warrants and placement agent warrants, which could further dilute existing shareholders. The company highlights significant risks around Nasdaq listing compliance, capital needs, dilution from this and other financings, and volatility tied to its digital asset treasury strategy.
Reliance Global Group, Inc. has filed a preliminary S-1 to register up to 7,800,312 shares of common stock, up to 7,800,312 pre-funded warrants, 15,600,624 common stock warrants, 546,022 placement agent warrants and 23,946,958 shares issuable upon exercise of these warrants.
The company is offering on a best-efforts basis up to 7,800,312 Units at an assumed price of $0.7692 per Unit, each with one common share and two warrants, plus parallel Pre-Funded Units for buyers constrained by 4.99% or 9.99% ownership caps. Common warrants are exercisable for two years, with exercisability and pricing tied to Nasdaq “Minimum Price” rules and potential stockholder approval. Shares outstanding would rise from 10,733,753 to 18,534,065 before warrant exercises, meaning substantial potential dilution.
Net proceeds are earmarked for general corporate purposes, including operations, acquisitions, debt repayment and the company’s Digital Asset Treasury strategy. The filing details recent actions such as asset sales used to repay Oak Street debt, an equity line with White Lion, an at-the-market program, a 2025 private placement, a one-time cash dividend, adoption of a cryptocurrency treasury policy, and creation of the EZRA International Group division to pursue high-technology investments, alongside Nasdaq bid-price deficiency risks and extensive risk factors for this offering.
Reliance Global Group, Inc. entered into a secured convertible promissory note with Enquantum Ltd., under which Reliance advanced $166,000 to Enquantum as the principal amount. The note bears interest at 1% per year, with default interest at the greater of 10% annually or the maximum allowed under Florida usury laws.
If the parties sign definitive agreements for a contemplated strategic transaction within 30 days of the note date, the debt will be repaid by crediting it against milestone-related payments owed by Reliance, with half applied to the first payment and half to the second. If no definitive agreements are signed in that period (unless extended by written consent), the debt becomes payable in cash within 60 days after the exclusivity period ends.
As security, Enquantum granted Reliance a first-ranking floating charge over substantially all of Enquantum’s present and future assets, including intellectual property, and agreed to negative pledge and disposal restrictions. The note is tied to a non-binding term sheet, and there is no assurance a strategic transaction will be completed.
Reliance Global Group, Inc. disclosed that it received a Nasdaq notice on December 12, 2025 stating that its common stock no longer meets the Nasdaq Capital Market’s $1.00 minimum bid price requirement. This notification does not immediately affect the stock’s listing or trading under the symbol RELI.
The company has 180 calendar days, until June 10, 2026, to regain compliance. If its closing bid price is at least $1.00 per share for ten consecutive business days during this period, Nasdaq will confirm compliance and close the matter. If the company still does not meet the bid price rule but satisfies other Nasdaq listing standards, it may qualify for an additional 180-day compliance period if it notifies Nasdaq of its intent to cure the deficiency, potentially through a reverse stock split.
The company states there can be no assurance it will regain compliance and is evaluating possible actions in response to the Nasdaq notice.
Reliance Global Group, Inc. is updating its at-the-market stock offering program so it may sell additional shares of common stock with an aggregate offering price of up to $508,000 through or to H.C. Wainwright & Co., LLC under an existing S-3 shelf registration.
The amendment reflects limits under General Instruction I.B.6 of Form S-3, which ties how much the company can sell in primary offerings to its public float. As of December 15, 2025, public float was $9,910,422, based on 9,262,077 non-affiliate shares at $1.07 per share, and the company has sold $2,794,667 of common stock under this rule in the prior 12-calendar-month period. While its public float remains below $75.0 million, it may not sell securities in public primary offerings on Form S-3 exceeding one-third of that float in any such period.
Reliance Global Group, Inc. entered into a six-month Advisory Agreement with Convergence Strategy Partners, LLC to support its digital asset treasury program and related blockchain and capital markets initiatives. As compensation for these strategic advisory services, the company agreed to issue 450,000 shares of common stock to the Advisor or its designee, with 135,000 shares subject to forfeiture if certain termination conditions occur.
The Advisor will cause its president, Blake Janover, to serve as Chairperson of Reliance Global’s Crypto Advisory Board, formalizing oversight of its digital asset strategy. The Advisory Shares are being issued in a private transaction that has not been registered under the Securities Act and is being made in reliance on Section 4(a)(2) and/or Regulation D, with no underwriters or commissions involved. The company also furnished a press release detailing Janover’s appointment and the digital asset strategy.
Reliance Global Group (RELI) reported Q3 2025 results with total revenue of $2.50 million, down from $3.44 million a year ago. The company posted a net loss of $1.16 million for the quarter and a nine‑month net loss of $5.60 million, aided by a $3.03 million gain on the Fortman sale.
Balance sheet metrics improved. Cash and restricted cash were $3.50 million, working capital was about $1.60 million, and stockholders’ equity rose to $6.74 million. Long‑term debt fell to $4.65 million from $9.47 million after prepaying roughly $5.00 million using sale proceeds. Shares outstanding were 9,375,127 as of September 30, 2025, and 9,865,600 as of November 6, 2025.
RELI raised capital through a June private placement (~$2.5 million gross; $2.15 million net), an ATM program ($2.02 million net year‑to‑date), and an equity line of credit ($350,000 through quarter‑end). The Board declared a $0.03 per share one‑time cash dividend payable December 2, 2025. The company also adopted a digital asset treasury policy; digital assets had a fair value of $106,402 at quarter‑end. Revenue was concentrated, with Priority Health at 29% and BlueCross BlueShield at 25% of Q3 revenue.
Reliance Global Group, Inc. announced that its Board approved a special cash dividend of $0.03 per share on its outstanding common stock. The dividend is payable on or about December 2, 2025 to stockholders of record as of October 30, 2025. The company notes that any future dividends will be decided by the Board based on financial condition, results of operations, capital needs, and other relevant factors.
Reliance Global is also advancing a Digital Asset Treasury initiative. It completed its first purchase of Bitcoin (BTC), building on earlier purchases of Ethereum (ETH) and Cardano (ADA), and subsequently completed a purchase of XRP, the native token of the XRP Ledger. These developments were announced through press releases furnished as exhibits to this report.
White Lion Capital, LLC reports beneficial ownership of 450,000 common shares of Reliance Global Group, Inc., representing 9.77% of the outstanding common stock. The ownership consists of shares issued pursuant to a purchase agreement and is reported as sole voting and sole dispositive power by White Lion Capital. The percentage is calculated using 4,605,474 shares outstanding as disclosed in the issuer's registration materials. The filing includes a certification that the holdings were not acquired to change or influence control of the issuer and are not held in connection with any transaction having that purpose.