Transaction structured to achieve majority ownership through performance-based clinical and regulatory milestones

Marks first strategic acquisition for new division—Ezra International Group

Lakewood, NJ, Jan. 07, 2026 (GLOBE NEWSWIRE) -- Reliance Global Group, Inc. (NASDAQ:RELI) ("Reliance" or the "Company") today announced that it has entered into a non-binding term sheet ("the term sheet") to acquire a majority equity position of Scent Medical Technologies Ltd ("Scentech"). Scentech is a diagnostics company developing artificial intelligence technologies designed to identify disease-associated molecular signatures in human breath. Scentech's product candidates are under development and have not yet been clinically validated or approved for commercial use. Any potential clinical or commercial outcomes remain subject to successful clinical validation and applicable regulatory clearances or approvals. The proposed transaction is expected to become the first asset within Ezra International Group, Reliance's newly established division focused on strategic investments in technology-driven companies.

Scentech's AI technology platforms include VOX™, a non-invasive breath-based diagnostic product candidate under development for early pancreatic cancer risk assessment, and VocTracer™, a laboratory-based system product candidate designed to detect biochemical signatures associated with healthcare-associated infections ("HAIs") and antimicrobial resistance ("AMR") potentially earlier than conventional culture readouts, subject to validation.

Scentech is developing a multi-indication detection platform product candidate based on the ability to identify disease-related biomarkers through molecular signatures in human breath. Subject to ongoing development and validation, these signatures are expected to be identified through non-invasive sampling or routine laboratory workflows using the Scentech artificial intelligence combined with specialized instrumentation.

Scentech's initial development intends to address two areas of high unmet need:

Pancreatic cancer is one of the deadliest major solid tumors. Scentech's technology is designed to enable earlier detection.
Healthcare-associated infections and antimicrobial resistance, which contribute to extended hospital stays, increased mortality, and excess healthcare costs.

Scentech's platform is under development as a non-invasive approach for early detection and screening intended to complement existing diagnostic pathways and, subject to clinical validation and applicable regulatory clearance or approval, may help enable earlier triage prior to standard-of-care diagnostics such as imaging, molecular testing, or microbiology culture.

Clinical Foundation and Development Pathway

To date, Scentech has committed significant resources in laboratory infrastructure, automated sampling technologies, and hospital-based testing. Scentech's product candidates remain under development. Any results to date are preliminary, do not establish clinical performance for any intended use, and the product candidates have not yet received regulatory clearance or approval in any jurisdiction.

Commercial and Market Considerations

Initial target markets for Scentech's platform include pancreatic cancer risk assessment and HAI/AMR detection, which together are part of a potential $5-10 billion global market. The Company's current commercial plan contemplates an ‘instrument-plus-consumables' model, which—if successfully developed and commercialized—is expected to support recurring revenue from testing supplies and service-based software analytics. The Company intends to seek to commence commercialization as soon as practicable following successful clinical validation and, where applicable, receipt of required regulatory clearances or approvals, through a combination of licensing and direct distribution where it is viable.

Management Commentary

"We believe early detection has a meaningful impact on both patient outcomes and healthcare economics," said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. "Through the acquisition of a majority equity interest of Scentech, we believe we are expanding our reach into the broader health-tech ecosystem, if successfully developed, validated and approved for commercialization. We believe this acquisition aligns with our core mission of using artificial intelligence to disrupt traditional industries and create long-term value for our shareholders. The proposed transaction is expected to represent the first strategic acquisition by Ezra International Group, Reliance's newly launched subsidiary focused on technology-enabled companies, including healthcare and data-driven platforms."

Mr. Beyman added, "The structure we are contemplating is being carefully designed with the intention of securing majority control while managing development and execution risk through a milestone-based structure. We believe this approach positions Reliance to participate in the long-term value creation potential of a scalable detection platform."

Reliance expects to obtain majority ownership of Scentech, subject to the achievement of defined clinical, regulatory, and operational milestones over a period of time. Completion of the transaction is subject to the execution of definitive agreements and satisfaction of customary closing conditions, including diligence.

Development and Regulatory Status

VOX and VocTracer are investigational product candidates under development and have not been clinically validated for any intended use. They are not cleared or approved for commercial sale in any jurisdiction, and any commercialization would be subject to successful clinical validation and applicable regulatory clearances or approvals, which may be time-consuming and uncertain.

About Scentech

Scentech is a diagnostics company developing breath-based molecular testing platforms intended to detect disease-associated biochemical signatures. Its initial product candidates, VOX and VocTracer, are in development to combine high-sensitivity chemical analysis, automated sampling, and machine-learning-driven analytics and, subject to clinical validation and applicable regulatory clearances or approvals, may support early disease detection and infection surveillance. The platform is intended to be expandable across multiple indications in oncology and infectious diseases. VOX and VocTracer are investigational product candidates and are not cleared or approved for commercial sale.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ:RELI) 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. 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. You can identify these statements by terminology such as "may," "should," "could," "would," "will," "expect," "anticipate," "intend," "plan," "believe," "estimate," "continue," "potential," and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding: the proposed transaction with Scentech, including the negotiation, execution and anticipated terms of definitive agreements; the anticipated timing, structure and terms of any such transaction; the Company's ability to obtain majority ownership and the anticipated clinical, regulatory, operational or other milestones related thereto; the anticipated benefits of the proposed transaction; Scentech's product development plans and the expected capabilities, performance, clinical validation, regulatory pathway and commercialization of VOX, VocTracer and related technologies; the size and growth of the markets referenced; and the Company's broader business, strategic and financial outlook. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on them. These statements speak only as of the date of this press release.

These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties. Market and industry data and projections are based on estimates, assumptions and third-party sources and may prove to be inaccurate. These risks and uncertainties include, among others: that discussions may not result in definitive agreements on the terms currently contemplated, or at all; that any definitive agreements, if executed, may include terms that differ materially from those currently contemplated; that conditions to closing (including due diligence, approvals and other customary conditions) may not be satisfied; that anticipated clinical, regulatory, operational or other milestones may not be achieved on the expected timeline or at all; that Scentech's technologies may not perform as expected in broader or real-world settings; that required clinical validation and applicable regulatory clearances or approvals may not be obtained (or may be delayed, limited or subject to post-market requirements); that commercialization (including manufacturing scale-up, distribution, reimbursement, pricing and customer adoption) may not be successful; that integration, governance, intellectual property protection and competitive dynamics may present additional challenges; that the Company may require additional financing, which may not be available on acceptable terms or at all and may result in dilution; and that market, economic and regulatory conditions may change.

Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including, without limitation: the risk that the proposed transaction does not close or is delayed; the risk that definitive agreements differ materially from the parties' current expectations; the risk that the Company does not obtain majority ownership or does not obtain it on the timeline or terms currently contemplated; the risk that Scentech's product candidates do not achieve successful clinical validation, required regulatory clearances or approvals, or commercial adoption; the risk that anticipated market opportunities are smaller than expected; the risk of unanticipated costs, liabilities, disputes or disruptions associated with pursuing or completing the proposed transaction; and other risks described under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as amended, its Quarterly Reports on Form 10-Q, and in other filings with the Securities and Exchange Commission.

You are encouraged to carefully review the Company's filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: RELI@crescendo-ir.com

Reliance Global Group Signs Term Sheet to Acquire Majority Stake in Israeli AI Diagnostic Company, Scentech, Positioning for Entry into the Multi-Billion Dollar Early Disease Detection Market