Reliance Global Group Inc SEC Filings

Reliance Global Group, Inc. filed Amendment No. 3 to its prospectus supplement, allowing ongoing at-the-market sales of common stock with an aggregate offering price of up to $1,764,443 under its existing agreement with H.C. Wainwright & Co., LLC as manager.

The amendment updates and supplements the company’s Form S-3 shelf registration and earlier prospectus supplements. Reliance Global Group has already offered and sold $2,343,660 of common stock under Form S-3 General Instruction I.B.6 during the 12-month period ending on the amendment date. A legal opinion from Zarif Law Group P.C. on the validity of the shares is included as an exhibit.

Reliance Global Group, Inc. is having its Series A Warrants, which expire on 2/9/2026, removed from listing on the Nasdaq Stock Market LLC. Nasdaq filed an official notification certifying it meets the requirements to strike this warrant class from listing and registration.

Reliance Global Group, Inc. is amending its existing prospectus supplement to increase the maximum capacity of its at-the-market stock offering. The company may now offer and sell shares of its common stock with an aggregate offering price of up to $1,764,443 from time to time through or to H.C. Wainwright & Co. as sales agent or principal. This limit is set under Form S-3 rules that cap primary offerings at one-third of the public float while the float remains below $75.0 million. As of February 5, 2026, the public float was approximately $12,324,310, based on 16,795,190 shares held by non-affiliates and a last reported sale price of $0.7338 per share, and the company has already sold $2,343,660 of shares under these constraints in the prior 12 months.

Reliance Global Group, Inc. closed a public equity offering, raising approximately $2.0 million in gross proceeds. The company sold 7,407,408 shares of common stock, or pre-funded warrants in lieu of shares, together with common warrants, at a combined price of $0.27 per share or $0.269 per pre-funded warrant.

Each share or pre-funded warrant was sold with two common warrants, which are immediately exercisable at $0.27 per share and expire two years after initial exercise. H.C. Wainwright & Co. acted as exclusive placement agent and received cash fees, expense reimbursement, and placement agent warrants. Officers, directors, and the company agreed to short-term lock-up and issuance restrictions, and the company plans to use net proceeds for working capital, M&A strategies, and general corporate purposes.

Reliance Global Group’s common stock has a new 4.99% reporting holder. Intracoastal Capital LLC, together with Mitchell P. Kopin and Daniel B. Asher, reports beneficial ownership of 942,906 shares of Reliance Global common stock as of February 2, 2026.

This stake includes 116,297 shares held by Intracoastal and 826,609 shares issuable upon exercise of a warrant called Intracoastal Warrant 2. Additional warrant shares are contractually blocked, limiting beneficial ownership to 4.99% or 9.99%, depending on the instrument. The group certifies the position is not held to change or influence control of Reliance Global.

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.

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.

Reliance Global Group, Inc. reported an interim arrangement for cryptocurrency purchases and significant recent unregistered stock issuances. The company entered an Interim Crypto Purchase Agreement with executive Moshe Fishman, allowing him, when directed by the Crypto Advisory Board, to use his personal crypto trading accounts temporarily to buy digital assets for the company until an institutional account is opened. All rights, gains and losses from the purchased cryptocurrency belong to the company, with no compensation to Mr. Fishman beyond reimbursement of purchase costs and documented fees, and the agreement ends once assets are moved or on October 30, 2025, unless extended by the Audit Committee.

Since August 1, 2025, the company issued 613,854 unregistered common shares, equal to about 14.1% of the 4,346,054 shares outstanding as of July 30, 2025. These include 53,186 commitment shares to White Lion under an equity line of credit with no cash proceeds, 110,668 shares to Tomchei Shabbos for marketing services valued at $100,000, and 450,000 shares to White Lion at $0.80 per share for gross proceeds of $360,000. The company also furnished a press release about its initial purchase of Ethereum under its Digital Asset Treasury initiative.