UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40020

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida

46-3390293

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

732-380-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EZRA		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

At May 7, 2026, the registrant had 22,230,563 shares of common stock, par value $0.086 per share, outstanding.

TABLE OF CONTENTS

PART I
Item 1. Condensed Consolidated Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4. Controls and Procedures.	24
PART II
Item 1. Legal Proceedings.	25
Item 1A. Risk Factors.	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3. Defaults Upon Senior Securities.	29
Item 4. Mine Safety Disclosures.	29
Item 5. Other Information.	29
Item 6. Exhibits	30

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	March 31			December 31
	2026			2025
	(Unaudited)
Assets
Current assets:
Cash	$	2,273,952		$	1,315,634
Restricted cash		961,411			1,415,725
Accounts receivable		669,226			746,275
Accounts receivable, related parties		5,575			3,530
Accounts receivable		5,575			3,530
Other receivables		44,154			23,526
Prepaid expense and other current assets		509,813			766,985
Total current assets		4,464,131			4,271,675

Property and equipment, net		70,892			77,196
Right-of-use assets		830,517			897,610
Investment in Enquantum		474,125			-
Intangibles, net		3,089,840			3,387,980
Goodwill		4,786,555			4,786,555
Digital assets, fair value		52,970			108,913
Other non-current assets		18,492			18,492
Total assets	$	13,787,522		$	13,548,421

Current liabilities:
Accounts payable and other accrued liabilities	$	817,071		$	653,293
Short term financing agreements		10,152			58,942
Current portion of loans payables, related parties		71,600			286,546
Other payables		101,755			83,263
Current portion of long-term debt		581,814			1,038,294
Operating lease liability, current portion		278,015			276,470
Total current liabilities		1,860,407			2,396,808

Long term debt, less current portion		3,916,427			4,062,972
Operating lease liability, less current portion		591,630			661,211
Total liabilities		6,368,464			7,120,991
Stockholders’ equity
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 21,253,013 and 2,250,210 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		1,827,759			915,394
Additional paid-in capital		62,123,771			60,573,341
Accumulated deficit		(56,532,472	)		(55,061,305	)
Total stockholders’ equity		7,419,058			6,427,430
Total liabilities and stockholders’ equity	$	13,787,522		$	13,548,421

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months ended
	March 31, 2026			March 31, 2025
Revenue
Commission income	$	3,826,792		$	4,236,220
Total revenue		3,826,792			4,236,220

Operating expenses
Commission expense		1,581,817			1,469,427
Salaries and wages		1,613,111			2,229,837
General and administrative expenses		1,356,581			1,516,228
Marketing and advertising expenses		210,648			67,275
Depreciation and amortization		304,443			360,595
Total operating expenses		5,066,600			5,643,362

Loss from operations		(1,239,808	)		(1,407,142	)

Other income (expenses)
Interest expense		(126,333	)		(300,482	)
Interest expense related parties		(53	)		(24,760	)
Interest expense		(53	)		(24,760	)
Loss from equity method investment		(26,030	)		-
Other expense, net		(23,000	)		(4,498	)
Unrealized losses on digital assets, net		(55,943	)		-
Total other expenses		(231,359	)		(329,740	)

Net loss	$	(1,471,167	)	$	(1,736,882	)

Basic and diluted loss per share	$	(0.09	)	$	(0.66	)
Weighted average number of shares outstanding–basic and diluted		17,008,046			2,612,721

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance December 31, 2025 (Audited)		10,644,124	$	915,394	$	60,573,341		$	(55,061,305	)	$	6,427,430

Common stock-based compensation		10,000		860		14,640			-			15,500

Common stock issued for ATM sales		89,629		7,709		26,371			-			34,080

Common stock issued pursuant to the Series K Public Offering		10,509,260		903,796		1,640,329			-			2,544,125

Deemed dividend		-		-		(130,910	)		-			(130,910	)

Net loss		-		-		-			(1,471,167	)		(1,471,167	)

Balance, March 31, 2026		21,253,013	$	1,827,759	$	62,123,771		$	(56,532,472	)	$	7,419,058

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance December 31, 2024 (Audited)		2,250,210	$	193,484	$	50,877,307	$	(48,073,549	)	$	2,997,242
Balance		2,250,210	$	193,484	$	50,877,307	$	(48,073,549	)	$	2,997,242

Common stock-based compensation		462,659		39,789		935,196		-			974,985

Common stock issued for services		105,000		9,064		132,686		-			141,750

Common stock issued for acquisition purchase price prepayment		157,000		13,502		225,923		-			239,425

Net loss		-		-		-		(1,736,882	)		(1,736,882	)

Balance, March 31, 2025		2,974,869	$	255,839	$	52,171,112	$	(49,810,431	)	$	2,616,520
Balance		2,974,869	$	255,839	$	52,171,112	$	(49,810,431	)	$	2,616,520

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,471,167	)	$	(1,736,882	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		304,443			360,595
Amortization of debt issuance costs and accretion of debt discount		5,356			9,991
Non-cash lease expense		(943	)		(285	)
Equity based compensation expense		15,500			974,985
Equity based payments to third parties		175,858			50,000
Loss on equity method investment		26,030			-
Unrealized losses on digital assets, net		55,943			-
Change in operating assets and liabilities:
Accounts receivable		77,049			486,637
Accounts receivable, related parties		(2,045	)		(194	)
Other receivables		(20,628	)		(8,619	)
Prepaid expense and other current assets		81,314			6,361
Accounts payables and other accrued liabilities		163,778			91,124
Other payables		18,338			(35,883	)
Net cash (used in) provided by continuing operating activities		(571,174	)		197,830

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(5,307	)
Purchase of intangibles		-			(9,637	)
Investment in Enquantum		(500,000	)		-
Net cash used in investing activities		(500,000	)		(14,944	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt		(608,381	)		(387,137	)
Principal repayments of short term financings		(48,790	)		(48,927	)
Proceeds from loans payable, related parties		-			510,219
Payments of loans payable, related parties		(214,946	)		(243,228	)
Proceeds from common shares issued through an at the market offering		34,080			-
Proceeds from issuance of common stock in the Series K Public Offering and related warrant exercises		2,544,125			-
Cash paid for deemed dividends		(130,910	)		-
Net cash provided by continuing financing activities		1,575,178			(169,073	)

Net increase in cash and restricted cash		504,004			13,813
Cash and restricted cash at beginning of period		2,731,359			1,797,694
Cash and restricted cash at end of period	$	3,235,363		$	1,811,507

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited condensed consolidated financial statements and notes thereto may have been reclassified to conform to the current period’s presentation.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity

As of March 31, 2026, the Company’s reported cash and restricted cash aggregated balance was approximately $3,235,363, current assets were approximately $4,464,000 and current liabilities were approximately $1,860,000. As of March 31, 2026, the Company had working capital of approximately $2,604,000 and stockholders’ equity of approximately $7,419,000. For the three months ended March 31, 2026, the Company had a loss from operations of approximately $1,240,000, and net loss of approximately $1,471,000.

Although there can be no assurance that debt or equity financing will be available on acceptable terms, or at all, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these unaudited financial statements with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Cash and Restricted Cash

Cash and restricted cash (restricted for debt service coverage) reported on our condensed consolidated balance sheets are reconciled to the total shown on our unaudited condensed consolidated statements of cash flows as follows:

	March 31, 2026		March 31, 2025
Cash	$	2,273,952	$	388,379
Restricted cash		961,411		1,423,128
Total cash and restricted cash	$	3,235,363	$	1,811,507

Revenue Recognition

The following table disaggregates the Company’s revenue by line of business, showing commissions earned:

SCHEDULE OF DISAGGREGATION REVENUE

Three Months ended March 31,	Medical		Life		Property and Casualty		Total

2026	$	2,972,980	$	16,265	$	837,547	$	3,826,792
2025	$	3,282,938	$	36,947	$	916,335	$	4,236,220
Revenue	$	3,282,938	$	36,947	$	916,335	$	4,236,220

The following are customers representing 10% or more of total revenue:

SCHEDULE OF CONCENTRATIONS OF REVENUES

	Three Months Ended March 31,
Insurance Carrier	2026			2025
Priority Health		53	%		42	%
BlueCross BlueShield		12	%		16	%

No other single customer accounted for more than 10% of the Company’s commission revenues during the three months ended March 31, 2026 and 2025. The loss of any significant customer could have a material adverse effect on the Company.

Income Taxes

The Company recorded no income tax expense for the three months ended March 31, 2026 and 2025 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of March 31, 2026 and December 31, 2025, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Equity Method Investment

The Company accounts for investments in entities over which it exercises significant influence but does not control using the equity method of accounting (ASC 323). Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of the investee’s net income or loss, which is presented as a non-operating item in the Company’s consolidated statements of operations. Dividends received reduce the carrying value of the investment. The Company performs a memo purchase price allocation at the date of each investment to identify basis differences between the cost allocated to the investee’s assets and liabilities and the investee’s carrying values of those assets and liabilities. Indefinite-lived basis differences are not amortized until the related activities are complete or abandoned; definite-lived basis differences are amortized over the useful life of the underlying asset. The Company assesses its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company translates the financial statements of its equity method investee whose functional currency is not the U.S. dollar using the current rate method; resulting translation adjustments when material are recorded in other comprehensive income.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to measure certain digital assets at fair value each reporting period, with changes in fair value recognized in net income, and to provide specific quantitative and qualitative disclosures regarding such holdings. The Company adopted ASU 2023-08 effective July 1, 2025, using the modified retrospective transition method. Since the Company did not hold any digital assets prior to adoption, there were no cumulative-effect adjustments to retained earnings and no retrospective impacts.

In August 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies certain aspects of applying ASC 326, Financial Instruments—Credit Losses, to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The ASU permits entities to apply a practical expedient when estimating expected credit losses for certain short-term receivables and contract assets. The Company adopted ASU 2025-05 during the quarter ended March 31, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

We do not expect any other recently issued accounting pronouncements to have a material effect on our financial statements not already disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

NOTE 2. INVESTMENT IN ENQUANTUM

In January 2026, the Company advanced a $166,000 secured bridge loan to Enquantum Ltd. (“Enquantum”), an Israeli quantum encryption technology company. The bridge loan converted into equity on February 19, 2026 in connection with the initial closing under a Share Purchase Agreement (“SPA”) entered into on February 5, 2026, pursuant to which the Company may acquire up to 51% of Enquantum’s fully diluted ordinary shares for aggregate consideration of approximately $2.1 million payable in milestone-based tranches. During the three months ended March 31, 2026, the Company funded an aggregate of approximately $500,000, including the converted bridge loan, and acquired 51,012 ordinary shares of Enquantum, representing approximately 23.8% of Enquantum’s issued and outstanding shares (approximately 12% assuming full dilution contemplated under the SPA). The Company holds two board-designated seats on Enquantum’s five-member board of directors and accounts for the investment under the equity method of accounting pursuant to ASC 323 due to its ability to exercise significant influence over Enquantum’s financial and operating policies.

As of March 31, 2026, the carrying value of the investment was approximately $474,000, after recognizing approximately $26,000 of equity method losses during the quarter, which were recorded within loss from equity method investment in the Company’s condensed consolidated statements of operations.

The Company determined that the investment did not constitute a business acquisition under ASC 805, as substantially all of the fair value of Enquantum’s gross assets is concentrated in its quantum encryption intellectual property and in-process research and development (“IPR&D”). In connection with the Company’s equity method accounting analysis under ASC 323, the Company determined that the purchase price exceeded its proportionate share of Enquantum’s underlying net assets by approximately $576,000 at the respective investment dates, primarily due to Enquantum’s accumulated deficit and the value attributed to its intellectual property and IPR&D. This excess basis difference represents an equity method basis adjustment under ASC 323 associated with the Company’s investment in Enquantum and is included within the carrying value of the investment. The amount is not separately presented as an intangible asset on the Company’s condensed consolidated balance sheets and is not currently subject to amortization unless the related research and development activities are completed or abandoned.

As of March 31, 2026, the Company’s remaining unfunded commitment under the SPA was approximately $1.6 million. On April 21, 2026, the Company funded an additional tranche of approximately $167,000, increasing its ownership interest in Enquantum to approximately 29.4% of Enquantum’s issued and outstanding shares (approximately 16% assuming full dilution contemplated under the SPA).

NOTE 3. INTANGIBLE ASSETS

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of March 31, 2026:

	Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks	0.1	$	1,479,027	$	(1,463,642	)	$	15,385
Internally developed software	1.1		1,760,605		(1,393,629	)		366,976
Customer relationships	4.1		5,384,560		(2,690,158	)		2,694,402
Non-competition agreements	0.1		2,661,150		(2,648,073	)		13,077
Total		$	11,285,342	$	(8,195,502	)	$	3,089,840

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2025:

	Weighted Average Remaining Amortization period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks	0.3	$	1,479,027	$	(1,427,398	)	$	51,629
Internally developed software	1.3		1,760,605		(1,305,944	)		454,661
Customer relationships	4.2		5,384,560		(2,557,337	)		2,827,223
Non-competition agreements	0.3		2,661,150		(2,606,683	)		54,467
Total		$	11,285,342	$	(7,897,362	)	$	3,387,980

The following table reflects expected amortization expense as of March 31, 2026, for each of the following five years and thereafter:

Years Ending December 31,	Amortization Expense
2026	$	662,845
2027		627,251
2028		545,853
2029		466,520
2030		376,196
Thereafter		411,175
Total	$	3,089,840

NOTE 4. DIGITAL ASSETS

The Company did not own or trade digital assets during the period ended March 31, 2025. The Company did not engage in any purchases or sales of digital assets during the period ended March 31, 2026. The following table summarizes the Company’s digital asset holdings as of March 31, 2026:

SCHEDULE OF DIGITAL ASSETS

March 31, 2026

Digital Asset

Holdings

Cost Basis

Fair Value

Hierarchy

ZEC

213.140310

117,811

52,970

Level 1

NOTE 5. LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-Term Debt

The composition of the long-term debt follow

SCHEDULE OF LONG TERM DEBT

	March 31, 2026			December 31, 2025

Oak Street Funding LLC Term Loan		4,498,241			5,101,266
Oak Street Funding LLC Term Loan for the acquisition of Barra & Associates, LLC, variable interest of prime rate plus 2.5%, maturing May 2032, net of deferred financing costs of $128,552 and $133,909 as of March 31, 2026 and December 31, 2025, respectively		4,498,241			5,101,266
Less: current portion		(581,814	)		(1,038,294	)
Long-term debt	$	3,916,427		$	4,062,972

The following table depicts the maturities of the Company’s outstanding long-term debt.

Years Ending December 31,	Maturities of Long-Term Debt
2026	$	429,912
2027		624,240
2028		684,412
2029		752,386
2030		826,062
Thereafter		1,309,781
Total		4,626,793
Less: debt issuance costs		(128,552	)
Total	$	4,498,241

Short-Term Financings

The Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal installments over a period of twelve months or less and carry interest rates of up to 11% and 12% per annum. As of March 31, 2026, and December 31, 2025, balances outstanding on short-term financings were $10,152 and $59,000 respectively.

NOTE 6. EQUITY

Common Stock

The Company is authorized to issue 2,000,000,000 shares of common stock, $0.086 par value (the “Common Stock”). Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the Company upon liquidation or dissolution.

During the first quarter of 2026, the Company issued 10,000 shares of Common Stock with a value of $15,500 for equity-based compensation under certain disclosed (see Equity-based Compensation) equity-based compensation programs, 89,629 shares of common stock shares with a value of $34,080 through its ATM Program, and 10,509,260 shares of common stock with a net value of $2,544,125 in the Series K Public Offering of common shares and warrants.

During the first quarter of 2025 the Company issued 462,659 shares, or $974,985 Common Stock for equity-based compensation, 157,000 shares of common stock with a value of $239,425 as an acquisition prepayment, and 105,000 shares of common stock with a value of $141,750 for a service provider prepayment. These prepayments were recorded to the prepaids and other current assets account on the condensed consolidated balance sheets as of March 31, 2025.

As of March 31, 2026, and December 31, 2025, there were 21,253,013 and 10,644,124 shares of common stock outstanding, respectively.

Equity-based Compensation

Pursuant to the April 2025 second amendment to an employment agreement between the Company and an executive, the executive was awarded 40,000 shares of the Company’s Common Stock annually over the 4four-year employment term, with each annual tranche vesting equally at 10,000 shares per quarter, pro-rated for any partial periods. The total fair value of the award is approximately $248,000. During the three months ended March 31, 2026, 10,000 shares were issued pursuant to the award. As of March 31, 2026, unrecognized compensation expense related to the award was approximately $190,258, which is expected to be recognized through June 2029.

During the first quarter of 2025 certain directors, executives, and employees were granted 999,995 shares of common stock in equity awards with a value of $2,049,675, vesting during the first and third quarters of 2025. As of March 31, 2025, 462,605 shares, or $957,785 of these equity awards were vested and 537,390 shares, or $1,091,889 were unvested.

Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 was $15,500 and $974,985, respectively.

At-the-Market Offering Program

During the three months ended March 31, 2026, the Company sold 89,629 shares of Common Stock under the ATM Program for net proceeds of $34,080. As of March 31, 2026, approximately $1,764,443 of Common Stock remained available for issuance under the ATM Program. Subsequent to March 31, 2026, the Company sold an additional 977,550 shares of Common Stock under the ATM Program for net proceeds of approximately $166,246, and approximately $1,588,998 of Common Stock remained available for issuance thereafter.

Series K Public Offering

On January 29, 2026, the Company closed a registered public offering (the “Series K Public Offering”) of 7,407,408 shares of its common stock, which included 188,149 pre-funded warrants issued in lieu of common stock (the “Series K PF Warrants”), together with warrants to purchase up to 14,814,816 shares of common stock (the “Series K Warrants”), at a combined public offering price of $0.27 per share (or $0.269 per Series K PF Warrant). Each share of common stock (or Series K PF Warrant) was issued together with two Series K Warrants, each exercisable for one share of common stock at an exercise price of $0.27 per share and expiring two years from the initial exercise date. The Series K Warrants and Series K PF Warrants were classified as equity instruments. The Series K Public Offering generated gross proceeds of approximately $2.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Series K Public Offering for working capital, merger and acquisition activities, and general corporate purposes.

In connection with the Series K Public Offering, the Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds, a management fee equal to 1.0% of the gross proceeds, and reimbursement of certain expenses. In addition, the Company issued 518,519 placement agent warrants (the “Series K PAWs”), representing 7.0% of the aggregate number of shares of common stock and Series K PF Warrants sold in the offering. The Series K PAWs have an exercise price of $0.3375 per share and expire two years from the initial exercise date.

During the three months ended March 31, 2026, all 188,149 Series K PF Warrants were exercised, and 3,101,853 Series K Warrants were exercised for aggregate proceeds of approximately $837,500. As of March 31, 2026, 11,712,963 Series K Warrants and 518,519 Series K PAWs remained outstanding.

Equity Line of Credit (ELOC)

On March 12, 2026, the Company entered into Amendment No. 2 to the Common Stock Purchase Agreement with White Lion Capital, LLC (the “ELOC Agreement”). The amendment extends the term of the facility by modifying the definition of the “Commitment Period” to continue through the earlier of (i) the date on which the investor has purchased shares equal to the full commitment amount under the ELOC Agreement or (ii) December 31, 2028. In addition, the amendment increased the total committed capital available to the Company under the ELOC Agreement (the “Commitment Amount”) to $50,000,000, resulting in remaining capacity of approximately $49.1 million as of March 31, 2026. The Company did not sell any shares under the ELOC during the three months ended March 31, 2026.

On May 6, 2026, the Company’s stockholders approved the issuance of shares of the Company’s common stock in excess of the Exchange Cap under Nasdaq Listing Rule 5635(d) pursuant to the ELOC Agreement. The approval provides the Company with additional flexibility to issue shares under the facility, subject to the terms and conditions of the ELOC Agreement.

NOTE 7. EARNINGS (LOSS) PER SHARE

Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.

If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS.

The following table sets forth the computation of basic and diluted net loss per common share:

	Three Months			Three Months
	Ended			Ended
	March 31, 2026			March 31, 2025
Net loss	$	(1,471,167	)	$	(1,736,882	)
Less: deemed dividend adjustment		(130,910	)		-
Net loss, numerator, basic computation		(1,602,077	)		(1,736,882	)
Net loss, numerator, dilutive computation	$	(1,602,077	)	$	(1,736,882	)

Weighted average common shares, basic		17,008,046			2,612,721
Weighted average common shares, dilutive		17,008,046			2,612,721
Loss per common share – basic	$	(0.09	)	$	(0.66	)
Loss per common share – diluted	$	(0.09	)	$	(0.66	)

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:

	March 31, 2026		March 31, 2025
Shares subject to outstanding common stock options		-		16
Shares Subject to Outstanding PAW (liability)		959		959
Shares subject to outstanding PA Warrants		3,096		3,096
Shares subject to unvested stock awards		-		39
Shares subject to Outstanding Series J Warrants		2,976,192		-
Shares subject to Outstanding Series J PAW’s		104,167		-
Stock award shares unvested		122,747		-
Shares subject to outstanding Series K Warrants		11,712,963		-
Shares subject to outstanding Series K PAWs		518,519		- -
Shares subject to outstanding		518,519		-

NOTE 8. LEASES

Operating lease expense for the three months ended March 31, 2026, and 2025 was $86,496 and $107,665, respectively. As of March 31, 2026, the weighted average remaining lease term and weighted average discount rate for the operating leases were 3.08 years and 8.80%, respectively.

The following table depicts future minimum lease payments for the Company’s operating leases.

Fiscal year ending December 31,	Operating Lease Obligations
2026	$	257,309
2027		315,229
2028		283,583
2029		107,395
2030		26,342
Thereafter		-
Total undiscounted operating lease payments		989,858
Less: Imputed interest		(120,213	)
Present value of operating lease liabilities	$	869,645

NOTE 9. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly no legal contingencies are accrued as of March 31, 2026, and December 31, 2025. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time has been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

NOTE 10. RELATED PARTY TRANSACTIONS

Americana Credit Agreement and Revolving Note

On March 5, 2025, and as amended on June 24, 2025, the Company and YES Americana Group, LLC (“Americana”) entered into a Revolving Credit Facility Agreement (the “Credit Agreement”) pursuant to which Americana agreed to extend a revolving credit facility of up to $2,000,000 to the Company (the “Facility”).

As of March 31, 2026, the outstanding balance on the Facility was $71,600 presented in the current portion of loans payables, related parties account on the condensed consolidated balance sheets. Related interest expense for the period ended March 31, 2026, was $53 and presented in the interest expense related parties account on the consolidated statements of operations.

The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended March 31, 2026 and December 31, 2025, and the interest expense related parties account for the three month periods ended March 31, 2026 and March 31, 2025, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively:

	Current portion of loans payables, related parties				Loans payable, related parties, less current portion				Interest expense, related parties
Related Party	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025		March 31, 2026		March 31, 2025
Deferred Purchase Price Liability	$	-	$	-	$	-	$	-	$	-	$	9,350
Purchase Agreement Liability		-		-		-		-		-		15,361
Yes Americana Payable		71,600		286,546		-		-		53		49
Total	$	71,600	$	286,546	$	-	$	-	$	53	$	24,760

Settlement Agreements

Reliance Global Holdings, LLC (“RGH”), an affiliate of the Company, was previously party to certain guarantees related to historical stock purchase transactions involving the Company’s common stock. In March 2026, the Company entered into two separate full and final release and settlement agreements (collectively, the “Settlement Agreements”) with third parties relating to such transactions and the related guarantees issued by RGH. Under the terms of the Settlement Agreements, the Company agreed to pay aggregate cash consideration of approximately $130,910, consisting of approximately $90,560 pursuant to a settlement agreement entered into on March 13, 2026, and approximately $40,350 pursuant to a settlement agreement entered into on March 11, 2026. Upon payment, the settlement amounts represented full and final satisfaction of all claims and obligations arising from the underlying stock purchase transactions and related guarantees, and the parties exchanged mutual releases. All prior obligations related to these matters were terminated. The Company’s independent directors approved the Settlement Agreements and related payments, determining that resolution of these matters was in the best interests of the Company.

NOTE 11. SEGMENT REPORTING

Description of Reportable Segments

The Company operates two reportable segments based on the manner in which the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, evaluates performance and allocates resources:

Insurance – includes the Company’s retail and wholesale insurance agencies and proprietary Insurtech platforms that generate commission-based revenue.

Strategic Ventures – includes activities conducted through EZRA International Group and the Company’s Scale51 operating model, including strategic life science and technology investments, acquisition and diligence activities, and equity method investment activity.

The CODM reviews discrete financial information for each segment, including revenue (where applicable), operating expenses, and segment net income (loss), in order to assess performance and allocate resources.

During the three months ended March 31, 2026, the Company began separately reviewing the operating results of its Strategic Ventures activities. As a result, management determined that these activities constitute a separate operating and reportable segment under ASC 280, Segment Reporting. Prior period comparative information has been retrospectively recast to conform to the current period segment presentation. Prior to January 2026, the Company operated as a single reportable segment. Accordingly, all prior period activity has been allocated to the Insurance segment, and the Strategic Ventures segment reflects no activity for prior periods presented.

Segment profit or loss is measured based on segment net income (loss), which reflects segment-level operating results before unallocated corporate overhead expenses. Corporate overhead includes cash and non-cash executive compensation, public company costs, professional fees, SEC reporting costs, and other corporate expenses not allocated to the segments, as these amounts are not regularly reviewed by the CODM in evaluating segment performance.

The significant expense categories regularly provided to the CODM and included in segment net income (loss) include:

●

Insurance – commission expense, personnel costs, agency operating expenses and marketing expenses.

●

Strategic Ventures – deal-related and diligence costs, professional fees, operating expenses, and equity method income or loss from investments.

The Company does not report segment assets, as such information is not regularly reviewed by the CODM for purposes of assessing performance or allocating resources.

The following tables present financial information for the Company’s reportable segments:


	Three Months Ended							Three Months Ended
	March 31, 2026							March 31, 2025
	Insurance		Strategic Ventures			Total		Insurance			Strategic Ventures		Total

Commission income	$	3,826,792	$	-		$	3,826,792	$	4,236,220		$	-	$	4,236,220
Total Revenue		3,826,792		-			3,826,792		4,236,220			-		4,236,220
Total operating expenses
Commission expense		1,581,817		-			1,581,817		1,469,427			-		1,469,427
Salaries and wages		794,652		-			794,652		1,167,308			-		1,167,308
General and administrative expenses		281,289		339,272			620,562		366,835			-		366,835
Marketing and advertising		1,925		-			1,925		16,784			-		16,784
Depreciation and amortization		302,061		-			302,061		358,212			-		358,212
Interest expense		121,534		-			121,534		296,255			-		296,255
Interest (expense) related parties		-		-			-		24,711			-		24,711
Interest (expense)		-		-			-		24,711			-		24,711
Other expense, net		-		-			-		(2	)		-		(2	)
Loss from equity method investment		-		26,030			26,030		-			-		-
Unrealized (gains) losses on digital assets, net		-		-			-		-			-		-
Segment Net Income (Loss)	$	743,515	$	(365,302	)	$	378,212	$	536,690		$	-	$	536,690

Reconciliation of total segment revenue and net income to consolidated results:

Three Months Ended				Three Months Ended
March 31, 2026				March 31, 2025

Total segment revenue	$	3,826,792		Total segment revenue	$	4,236,220
Consolidated revenue	$	3,826,792		Consolidated revenue	$	4,236,220

Total segment net income	$	378,212		Total segments net income	$	536,690
Corporate overhead		(1,849,380	)	Corporate overhead		(2,273,572	)
Net loss	$	(1,471,167	)	Net loss	$	(1,736,882	)

NOTE 12. SUBSEQUENT EVENTS

LGG and Innervate Transactions

In April 2026, the Company formed LifeSci Global Group LLC (“LGG”), a Delaware limited liability company, to pursue investments in healthcare-related companies. The Company holds approximately 51% of LGG’s membership interests, with the remaining interests held by LifeSci Management Group LLC (“Management Group”), an entity owned by certain members of the Company’s management and board of directors.

In connection with the formation of LGG, the Company, through its wholly owned subsidiary EZRA International Group, LLC, entered into a promissory note with LGG providing for borrowings of up to $2.0 million, bearing interest at 7% per annum and maturing on April 29, 2031. As of April 30, 2026, $500,000 had been advanced under the note.

On April 30, 2026, LGG entered into agreements to invest approximately $2.0 million in Innervate Radiopharmaceuticals LLC (“Innervate”), an early-stage life sciences company, in exchange for a minority equity interest and certain additional rights.

The formation of LGG, the related financing arrangements, and the Innervate investment constitute related party transactions, as certain members of the Company’s management and board of directors hold ownership interests in Management Group and one director serves as the chief executive officer of Innervate. The transactions were reviewed and approved by the independent and disinterested members of the Company’s Board of Directors.

Reverse Stock Split

On May 7, 2026, the Company’s Board of Directors approved a 1-for-40 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, as well as a corresponding proportional reduction in the number of authorized shares of common stock. The Reverse Stock Split will be effected pursuant to an amendment to the Company’s Articles of Incorporation expected to be filed with the Florida Division of Corporations on May 7, 2026.

The Reverse Stock Split is expected to become effective for trading purposes on The Nasdaq Capital Market on May 19, 2026. At the effective time, each 40 shares of the Company’s issued and outstanding common stock would be automatically combined into one share of common stock, without any change in par value per share. The total number of authorized shares of common stock was proportionately reduced in accordance with the 1-for-40 ratio. Fractional shares resulting from the Reverse Stock Split were treated in accordance with the terms approved by the Company’s Board of Directors.

The Reverse Stock Split was implemented for the purpose of increasing the per share trading price of the Company’s common stock and enabling the Company to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Following the effectiveness of the Reverse Stock Split, the Company will begin the process of satisfying the requirement to maintain a minimum closing bid price of at least $1.00 per share for ten consecutive trading days.

As of the date of this filing, the Reverse Stock Split had not yet become effective. Accordingly, all share and per share amounts presented in these condensed consolidated financial statements and related notes have not been retroactively adjusted to reflect the Reverse Stock Split.

Discontinuation of Scentech Transaction

Subsequent to March 31, 2026, the Company determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. (“Scentech”). Although the Company and Scentech had been negotiating definitive transaction documents, no definitive agreement was executed and the parties did not reach final terms. The Company has discontinued discussions with Scentech and does not intend to pursue the transaction. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of the Scentech transaction. The Company's previously announced acquisition and investment activities relating to Enquantum Ltd. and LifeSci Global Group LLC are unaffected.

Amendment to 2025 Equity Incentive Plan

On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock authorized for issuance under the 2025 Plan by 14,000,000 shares, from 2,000,000 shares to 16,000,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report—including statements regarding our strategy (including our digital-asset treasury strategy and related blockchain/tokenization initiatives), future financial condition, liquidity and capital resources, future operations, projected revenues, earnings (losses), margins, cash flows, business prospects, potential acquisitions and integration, and plans and objectives of management—are forward-looking statements.

Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” and similar expressions (and negative forms of such words) are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to:

	●	our need to raise additional capital, which may not be available on acceptable terms or at all;
	●	our ability to successfully implement the Reverse Stock Split and to satisfy and maintain compliance with The Nasdaq Capital Market's continued listing standards, including the $1.00 minimum bid price requirement;
	●	our ability to maintain the listing of our common stock and warrants on the Nasdaq Capital Market;
	●	volatility in the price of our securities due to changes in the capital markets, our industry, or our capital structure;
	●	our ability to execute on our acquisition strategy and integrate acquired businesses successfully;
	●	our ability to retain key personnel and effectively manage growth;
	●	the risk that we and our agency partners are unable to generate expected revenues or margins;
	●	risks associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality;
	●	the impact of economic conditions, inflation, and interest rate trends on our operations and customer demand;
	●	risks associated with our recently announced expansion into the technology sector through our EZRA International Group platform and our Scale51 operating model, including our ability to identify, complete, and integrate investments in technology-driven businesses
	●	risks associated with our recent expansion into the life sciences sector through LifeSci Global Group LLC, including the speculative nature of early-stage life sciences investments and conflicts of interest with our directors and officers
	●	potential disruptions due to cybersecurity incidents or system failures;
	●	risks associated with legal proceedings and compliance obligations;
	●	risks specific to our digital-asset treasury strategy; and
	●	other risks and uncertainties described in this Quarterly Report on Form 10-Q (including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by this cautionary note.

Overview

Reliance Global Group, Inc. operates as a holding company that acquires, owns, and actively manages insurance distribution and technology-oriented businesses. Historically, the Company’s primary operations have consisted of the ownership and operation of wholesale and retail insurance agencies and related InsurTech platforms, including RELI Exchange and 5MinuteInsure.com. In January 2026, as described below, the Company launched EZRA International Group as a strategic platform intended to support the Company’s expansion through majority investments in technology-focused businesses.

Recent Developments

Formation of LGG

In April 2026, the Company formed LifeSci Global Group LLC (“LGG”) to pursue investments in healthcare-related companies, with the Company holding a majority ownership interest of approximately 51%. The remaining ownership interest is held by an entity affiliated with certain members of the Company’s management and Board of Directors. In connection with the formation, the Company entered into a financing arrangement with LGG providing for borrowings of up to $2.0 million, of which $0.5 million had been advanced as of April 30, 2026.

Also in April 2026, LGG entered into an agreement to invest approximately $2.0 million in Innervate Radiopharmaceuticals LLC, an early-stage life sciences company, in exchange for a minority equity interest and certain additional rights. The Company expects LGG to serve as a platform for expanding its presence in the healthcare and life sciences sector.

These arrangements involve related parties, as certain members of management and the Board hold ownership interests in the minority member of LGG, and one director is affiliated with Innervate. The transactions were reviewed and approved by the independent members of the Company’s Board of Directors.

Reverse Stock Split and Nasdaq Compliance

On May 7, 2026, our Board of Directors approved a 1-for-40 reverse stock split of our issued and outstanding common stock, as well as a proportional reduction in the number of authorized shares of common stock. The reverse stock split will become effective for trading purposes on May 19, 2026.

The reverse stock split was undertaken to increase the market price of our common stock and to enable us to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Following the effectiveness of the reverse stock split, we are required to maintain a minimum closing bid price of at least $1.00 per share for a period of ten consecutive trading days to regain compliance, with a compliance deadline of June 10, 2026.

As a result of the reverse stock split, every 40 shares of our outstanding common stock would be automatically combined into one share of common stock, and the number of authorized shares of common stock will be reduced proportionately. The reverse stock split did not affect stockholders’ relative ownership interests, except with respect to the treatment of fractional shares.

While the reverse stock split increased the per share trading price of our common stock, there can be no assurance that we will be able to maintain compliance with the minimum bid price requirement for the required period or continue to meet Nasdaq’s continued listing standards. We continue to monitor our stock price and may take additional actions, if necessary, to maintain compliance with applicable listing requirements.

Scentech Transaction

Subsequent to March 31, 2026, the Company also determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. No definitive agreement was executed, and the parties did not reach final terms. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of those discussions.

Amendment to 2025 Equity Incentive Plan

On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 14,000,000 shares, from 2,000,000 shares to 16,000,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders and is intended to support the Company’s ongoing employee, director, consultant, and strategic incentive compensation programs.

Business Operations

Strategic Ventures Initiatives

In January 2026, the Company launched EZRA International Group and introduced its Scale51 operating model (“Scale51”), under which the Company intends to pursue majority ownership positions in technology-driven businesses while continuing to operate its insurance brokerage and InsurTech platforms as its operational base.

In furtherance of this strategy, the Company initiated an investment in Enquantum Ltd., a cybersecurity company focused on post-quantum encryption and data protection technologies, through a $166,000 secured convertible note. In February 2026, the Company entered into a Share Purchase Agreement pursuant to which it agreed, subject to specified milestones and other conditions, to acquire up to a 51% ownership interest in Enquantum for aggregate consideration of approximately $2.1 million, payable in tranches.

During February 2026, the Company completed the initial closing under the agreement and acquired an approximate 8% ownership interest on a fully diluted basis through the conversion of the note and a cash investment. Additional tranche-based investments during March and April 2026 increased the Company’s ownership to approximately 16% on a fully diluted basis.

The agreement provides for additional milestone-based investments intended to increase the Company’s ownership to a controlling interest over time, including a final transaction to reach approximately 51% ownership. The Company also expects to issue shares of its common stock in connection with a final control step-up. The Company views this investment as an initial execution of its Scale51 strategy.

Capital Markets Activity

In January 2026, the Company completed a public offering that generated gross proceeds of approximately $2.0 million, enhancing liquidity and capital resources. The offering consisted of common stock and accompanying warrants, and during the three months ended March 31, 2026, the Company received approximately $0.8 million from the exercise of outstanding warrants.

In February 2026, the Company amended its at-the-market (“ATM”) offering program, increasing the aggregate amount of common stock that may be offered and sold from time to time to approximately $1.8 million. The ATM program provides the Company with additional flexibility to access capital as needed, subject to market conditions. Additionally, beginning in the first quarter of 2026 to date, the Company sold shares under its ATM program for combined net proceeds of approximately $214,000, with remaining availability of approximately $1.6 million under the program for future issuances.

In March 2026, the Company also amended its equity line of credit facility, extending the availability period through December 31, 2028 (subject to earlier utilization) and increasing the total committed capital to $50.0 million. Collectively, these activities enhanced the Company’s financial flexibility and access to capital to support working capital, merger and acquisition activities, and general corporate purposes.

NASDAQ Ticker Symbol Change

On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” effective at the open of trading on Monday, January 26, 2026. The Company’s common stock will remain listed on the Nasdaq Capital Market and the Company’s CUSIP number will remain unchanged. No action is required by the Company’s stockholders in connection with the ticker symbol change.

Settlement Agreements

During March 2026, the Company entered into settlement agreements related to certain prior stock purchase transactions and matters involving previously asserted guarantees, including those associated with related parties. In connection with these agreements, the Company paid aggregate settlement amounts of approximately $131,000. The settlements were reviewed and approved by the independent members of the Company’s Board of Directors.

Corporate Governance

On March 11, 2026, the Company adopted Amended and Restated Bylaws, which, among other things, revised the provision relating to the timing of the annual meeting of stockholders so that the date, time and place of the annual meeting may be determined by the Company’s Board of Directors. On March 17, 2026, the Company filed Articles of Restatement with the Florida Department of State, restating the Company’s Articles of Incorporation in their entirety.

Business Trends and Uncertainties

The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.

Insurance Operations

Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure.

Insurance Agency/Brokerage Acquisitions

SEC Form 10-Q filed by Reliance Global Group Inc.