Reliance Global (NASDAQ: RELIW) boosts $248K at-the-market offer

Rhea-AI Filing Summary

Reliance Global Group, Inc. has filed Amendment No. 1 to its prospectus supplement for an existing at-the-market offering program. The change allows the company to offer and sell shares of its common stock having an aggregate offering price of up to $248,138 from time to time through or to H.C. Wainwright & Co., LLC under an At Market Offering Agreement.

As of September 18, 2025, the public float was $12,008,479, calculated from 7,952,635 shares held by non-affiliates at a price of $1.51 per share, and the company has already sold $3,754,687 of common stock under Form S-3 General Instruction I.B.6 during the prior 12-month period. Sales under this program remain limited to no more than one-third of the company’s public float while it is below $75.0 million.

Filed pursuant to Rule 424(b)(5)

Registration No. 333-275190

AMENDMENT NO. 1 DATED September 18, 2025

To Prospectus Supplement dated August 13, 2025

(To Prospectus Dated November 7, 2023)

Up to $248,138 of Shares

RELIANCE GLOBAL GROUP, INC.

Common Stock

This Amendment No. 1 to Prospectus Supplement (the “Amendment”) amends and supplements the information in our prospectus, dated November 7, 2023 (the “Prospectus”), and the prospectus supplement, dated August 13, 2025 (the “Prospectus Supplement”), each of which were filed pursuant to our registration statement on Form S-3 (File No. 333-275190) (the “Registration Statement”). This Amendment should be read in conjunction with the Prospectus and Prospectus Supplement, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus and the Prospectus Supplement. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus and Prospectus Supplement, and any future amendments or supplements thereto.

This Amendment is being filed in connection with our previously announced “at the market” offering program, and to update the remaining amount of shares of our common stock, par value $0.086 per share (our “common stock”), that we may issue and sell from time to time through or to H.C. Wainwright & Co., LLC (the “Agent”) as sales agent or principal, pursuant to the terms of our previously announced At Market Offering Agreement, dated August 13, 2025, between us and the Agent (the “ATM Agreement”).

Our common stock is listed on the Nasdaq Stock Market, or Nasdaq, under the symbol “RELI’’. As of September 18, 2025, the aggregate market value of our common stock held by non-affiliates, or the public float, pursuant to General Instruction I.B.6 of Form S-3 was $12,008,479, which was calculated based on 7,952,635 shares of our common stock outstanding held by non-affiliates as of September 18, 2025 and at a price of $1.51 per share, the last reported sale price for our common stock on July 23, 2025. As of the date hereof, we have offered and sold $3,754,687 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (as defined by General Instruction I.B.6) in any 12 calendar month period so long as our public float remains below $75.0 million.

We are filing this Amendment to amend the Prospectus Supplement to increase the maximum amount of shares we are eligible to sell under our Registration Statement pursuant to General Instruction I.B.6 of Form S-3. Accordingly, in accordance with the terms of the ATM Agreement, we may offer and sell common stock having an aggregate offering price of up to $248,138 from time to time through or to the Agent pursuant to the Prospectus and Prospectus Supplement, as amended by this Amendment. However, in the event that our public float increases or decreases, we may sell securities in public primary offerings on Form S-3 with a value up to one-third of our public float, as calculated pursuant to General Instruction l.B.6 and subject to the terms of the ATM Agreement. In the event that our public float increases above $75.0 million, we will no longer be subject to the limits in General Instruction l.B.6 of Form S-3.

Investing in our common stock involves risks. You should carefully consider the risks described under “Risk Factors” in the Prospectus and Prospectus Supplement, as well as those described in our other reports and documents we filed with the Securities and Exchange Commission (the “SEC”) that we incorporate by reference in the Prospectus, the Prospectus Supplement and this Amendment, before making a decision to invest in our common stock.

Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement amendment is accurate or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this Amendment No. 1 to Prospectus Supplement is September 18, 2025

FAQ

What does Reliance Global Group (RELIW) Amendment No. 1 change?

The amendment updates the existing prospectus supplement to increase the maximum amount of Reliance Global Group common stock that may be sold under its at-the-market offering program, allowing sales of shares with an aggregate offering price of up to $248,138 through or to H.C. Wainwright & Co., LLC.

How much Reliance Global Group common stock can be sold under the updated ATM program?

Under the amended prospectus supplement, Reliance Global Group may offer and sell common stock having an aggregate offering price of up to $248,138 from time to time through or to H.C. Wainwright & Co., LLC, subject to Form S-3 General Instruction I.B.6 limits.

What is Reliance Global Groups current public float referenced in the amendment?

As of September 18, 2025, the public float was $12,008,479, based on 7,952,635 shares of common stock held by non-affiliates at a price of $1.51 per share, which was the last reported sale price on July 23, 2025.

How much stock has Reliance Global Group already sold under Form S-3 General Instruction I.B.6?

As of the date of the amendment, Reliance Global Group has offered and sold $3,754,687 of its common stock pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar month period ending on that date.

What limits apply to Reliance Global Groups primary offerings under Form S-3?

Under General Instruction I.B.6 of Form S-3, Reliance Global Group may not sell securities in public primary offerings on Form S-3 with a value exceeding one-third of its public float in any 12-month period while its public float remains below $75.0 million. If its public float rises above $75.0 million, these specific limits no longer apply.

Who is the sales agent for Reliance Global Groups at-the-market program?

H.C. Wainwright & Co., LLC is the sales agent and principal for Reliance Global Groups at-the-market offering program under the At Market Offering Agreement dated August 13, 2025.

What risks are highlighted for investors in Reliance Global Groups amended offering?

The amendment directs investors to carefully consider the Risk Factors described in the base prospectus, the original prospectus supplement, and other SEC reports incorporated by reference before deciding to invest in the companys common stock.