What changed in Reliance Global Group, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Reliance Global Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+77 added−549 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-07)
Top changes in Reliance Global Group, Inc.'s 2025 10-K
77 paragraphs added · 549 removed · 46 edited across 2 sections
- Item 1C. Cybersecurity+3 / −486 · 2 edited
- Item 1A. Risk Factors+74 / −63 · 44 edited
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
44 edited+30 added−19 removed118 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
44 edited+30 added−19 removed118 unchanged
2024 filing
2025 filing
Biggest changeThe laws of the various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing of entities to transact business, licensing of agents, admittance of assets, regulating premium rates, approving policy forms, regulating unfair trade and claims practices, determining technology and data protection requirements, establishing reserve requirements and solvency standards, requiring participation in guarantee funds and shared market mechanisms, and restricting payment of dividends.
Biggest changeAs a result, such regulation and supervision could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties. 18 The laws of the various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing of entities to transact business, licensing of agents, admittance of assets, regulating premium rates, approving policy forms, regulating unfair trade and claims practices, determining technology and data protection requirements, establishing reserve requirements and solvency standards, requiring participation in guarantee funds and shared market mechanisms, and restricting payment of dividends.
Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety.
Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety.
Among the factors that could affect our stock price are: ● General economic and political conditions such as recessions, economic downturns and acts of war or terrorism; ● Quarterly variations in our operating results; ● Seasonality of our business cycle; ● Changes in the market’s expectations about our operating results; ● Our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● Changes in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or financial services industries in general; ● Operating and stock price performance of other companies that investors deem comparable to us; ● News reports relating to trends in our markets, including any expectations regarding an upcoming “hard” or “soft” market; ● Cyberattacks and other cybersecurity incidents; ● Changes in laws and regulations affecting our business; ● Material announcements by us or our competitors; ● The impact or perceived impact of developments relating to our investments, including the possible perception by securities analysts or investors that such investments divert management attention from our core operations; ● Market volatility; 25 ● A negative market reaction to announced acquisitions; ● Competitive pressures in each of our divisions; ● General conditions in the insurance brokerage and insurance industries; ● Legal proceedings or regulatory investigations; ● Sales of substantial amounts of common shares by our directors, executive officers or significant stockholders or the perception that such sales could occur. ● Stockholder class action lawsuits may be instituted against us following a period of volatility in our stock price.
Among the factors that could affect our stock price are: ● General economic and political conditions such as recessions, economic downturns and acts of war or terrorism; ● Quarterly variations in our operating results; ● Seasonality of our business cycle; ● Changes in the market’s expectations about our operating results; ● Our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● Changes in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or financial services industries in general; ● Operating and stock price performance of other companies that investors deem comparable to us; ● News reports relating to trends in our markets, including any expectations regarding an upcoming “hard” or “soft” market; ● Cyberattacks and other cybersecurity incidents; ● Changes in laws and regulations affecting our business; ● Material announcements by us or our competitors; ● The impact or perceived impact of developments relating to our investments, including the possible perception by securities analysts or investors that such investments divert management attention from our core operations; ● Market volatility; ● A negative market reaction to announced acquisitions; ● Competitive pressures in each of our divisions; ● General conditions in the insurance brokerage and insurance industries; ● Legal proceedings or regulatory investigations; ● Sales of substantial amounts of common shares by our directors, executive officers or significant stockholders or the perception that such sales could occur. ● Stockholder class action lawsuits may be instituted against us following a period of volatility in our stock price.
While our key personnel are generally prohibited by contract from soliciting our employees and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us. In addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key executives.
While our key personnel are generally prohibited by contract from soliciting our employees and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us. 13 In addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key executives.
Any failure by us to comply with our own privacy policy, applicable association rules, or with other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others. 26 Dividends unlikely. The Company does not expect to pay dividends for the foreseeable future.
Any failure by us to comply with our own privacy policy, applicable association rules, or with other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others. Dividends unlikely. The Company does not expect to pay dividends for the foreseeable future.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. 16 The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.
Our compliance with these covenants could limit management’s discretion in operating our business and could prevent us from engaging in certain potentially beneficial activities. There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP.
Our compliance with these covenants could limit management’s discretion in operating our business and could prevent us from engaging in certain potentially beneficial activities. 15 There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP.
In addition, regardless of monetary costs, these matters could have a material adverse effect on our reputation and cause harm to our carrier, customer or employee relationships, or divert personnel and management resources. 20 Our business could be adversely impacted by inflation. Increases in inflation may have an adverse effect on our business.
In addition, regardless of monetary costs, these matters could have a material adverse effect on our reputation and cause harm to our carrier, customer or employee relationships, or divert personnel and management resources. Our business could be adversely impacted by inflation. Increases in inflation may have an adverse effect on our business.
The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment. 15 Risks Related to Our Business We may experience significant fluctuations in our quarterly and annual results.
The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment. Risks Related to Our Business We may experience significant fluctuations in our quarterly and annual results.
Inflation may also result in higher interest rates, which in turn would result in higher interest. Risks Related to the Insurance Industry We may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets.
Inflation may also result in higher interest rates, which in turn would result in higher interest. 16 Risks Related to the Insurance Industry We may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets.
The market price of our common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur. The price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive prices.
The market price of our common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur. 20 The price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive prices.
If additional financing proves to be unavailable, we would be compelled to restructure or existing business, or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business.
If additional financing proves to be unavailable, we would be compelled to restructure or existing business and/or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business.
If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers, or suffer other adverse consequences. 18 Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results.
If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers, or suffer other adverse consequences. 14 Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results.
The Oak Street credit agreements, in the aggregate principal amount of $11,060,319 and $12,417,737, as of December 31, 2024 and 2023, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr.
The Oak Street credit agreements, in the aggregate principal amount of $5,101,266 and $11,060,319, as of December 31, 2025 and 2024, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr.
The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities.
Our business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations. The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities.
These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.
GAAP; and ● the improper disclosure of confidential or proprietary information. 11 These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.
While the Company believes that there are numerous potential target businesses that it could acquire, the Company’s ability to compete in acquiring certain sizable target businesses might be limited if the Company’s limited financial resources are less than that of its competitors.
Many of these competitors possess greater technical, human, financial and other resources. While the Company believes that there are numerous potential target businesses that it could acquire, the Company’s ability to compete in acquiring certain sizable target businesses might be limited if the Company’s limited financial resources are less than that of its competitors.
In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock. The Company’s CEO has common stock equity and debt interests.
In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock.
As of December 31, 2024, we had 2,250,210 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests.
We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests.
We are subject to a variety of federal, state, and international laws and other obligations regarding data protection. We are subject to a variety of federal, state, and international laws and other obligations regarding data protection. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions.
We are subject to a variety of federal, state, and international laws and other obligations regarding data protection. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.
Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets, financial institutions, or other businesses, including vendors, software creators, cybersecurity service providers, and other third parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.
Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets, financial institutions, or other businesses, including vendors, software creators, cybersecurity service providers, and other third parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future. 21 We are subject to a variety of federal, state, and international laws and other obligations regarding data protection.
If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected. 27 Ite m 1B. Unresolved Staff Comments Not applicable.
If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected. 22
Any perception that we may not comply with Nasdaq continued listing requirements or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders.
Any delisting would likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so. 19 Any perception that we may not comply with Nasdaq continued listing requirements or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders.
These costs may adversely impact our results of operations and financial condition. 23 Although we believe that we are in compliance in all material respects with applicable local, state, and federal laws, rules and regulations, there can be no assurance that more restrictive laws, rules, regulations or interpretations thereof, will not be adopted in the future that could make compliance more difficult or expensive.
Although we believe that we are in compliance in all material respects with applicable local, state, and federal laws, rules and regulations, there can be no assurance that more restrictive laws, rules, regulations or interpretations thereof, will not be adopted in the future that could make compliance more difficult or expensive.
These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing domestic and international requirements may cause us or our businesses to incur substantial costs or require us or one of our businesses to change its business practices.
Complying with emerging and changing domestic and international requirements may cause us or our businesses to incur substantial costs or require us or one of our businesses to change its business practices.
As of March 6, 2025, there is $450,000 outstanding under the Americana Facility. 24 Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEO and Chairman of the Board , Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms.
Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEO and Chairman of the Board, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms.
This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers incurring additional compliance costs that get passed on to us.
This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers incurring additional compliance costs that get passed on to us. These costs may adversely impact our results of operations and financial condition.
The Company expects to encounter intense competition from other entities having a business objective similar to ours, which are also competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, financial and other resources.
Therefore, the Company may not be able to acquire other assets or businesses. The Company expects to encounter intense competition from other entities having a business objective similar to ours, which are also competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates.
Any such litigation could result in substantial cost and a diversion of management’s attention and resources. Possible issuance of additional securities. As of December 31,02024, our Articles of Incorporation authorized the issuance of 117,647,059 shares of common stock, par value $0.086 per share. Effective February 7, 2025, our authorized shares were increased to 2,000,000,000.
Any such litigation could result in substantial cost and a diversion of management’s attention and resources. Possible issuance of additional securities. As of December 31, 2025, our Articles of Incorporation authorized the issuance of 2,000,000,000 shares of common stock, par value $0.086 per share. As of December 31, 2025, we had 10,644,124 shares issued and outstanding.
Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states.
The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states.
Various federal, state, and local laws subject multifamily residential community owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present in the land or buildings of a multifamily residential community. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos, among other materials.
Potential liability or other expenditures associated with potential environmental contamination may be costly. Various federal, state, and local laws subject multifamily residential community owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present in the land or buildings of a multifamily residential community.
The restrictive covenants in our debt agreements may impact how we operate our business and prevent us from engaging in certain potentially beneficial activities. Among other covenants, our debt agreements require us to maintain a minimum ratio of EBITDA, adjusted for certain transaction-related items (“Covenant EBITDA”), to interest expense and a maximum ratio of net indebtedness to Covenant EBITDA.
Among other covenants, our debt agreements require us to maintain a minimum ratio of EBITDA, adjusted for certain transaction-related items (“Covenant EBITDA”), to interest expense and a maximum ratio of net indebtedness to Covenant EBITDA.
Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness.
Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness. As of December 31, 2025, the Company is in compliance with all its financial covenants.
Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities.
The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities.
Quarterly and annual fluctuations in revenues based upon increases and decreases associated with the timing of new business, policy renewals and payments from insurance companies may adversely affect our financial condition, results of operations and cash flows.
Quarterly and annual fluctuations in revenues based upon increases and decreases associated with the timing of new business, policy renewals and payments from insurance companies may adversely affect our financial condition, results of operations and cash flows. 17 Profit-sharing contingent commissions are special revenue-sharing commissions paid by insurance companies based upon the profitability, volume and/or growth of the business placed with such companies generally during the prior year.
The loss of our senior leaders or other key personnel, or our inability to continue to identify, recruit and retain such personnel, or to do so at reasonable compensation levels, could materially and adversely affect our business, results of operations, cash flows and financial condition. 17 Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us.
The loss of our senior leaders or other key personnel, or our inability to continue to identify, recruit and retain such personnel, or to do so at reasonable compensation levels, could materially and adversely affect our business, results of operations, cash flows and financial condition.
Our growth strategy partially includes the acquisition of other insurance intermediaries. Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems.
Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems. Integrated, acquired businesses may not achieve levels of revenues or profitability comparable to our existing operations, or otherwise perform as expected.
As of December 31, 2024, the Company is in compliance with all its financial covenants. 19 Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities.
Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities. The restrictive covenants in our debt agreements may impact how we operate our business and prevent us from engaging in certain potentially beneficial activities.
Our results of operations depend on the continued capacity of insurance carriers to underwrite risk and provide coverage, which depends in turn on those insurance companies’ ability to procure reinsurance. Capacity could also be reduced by insurance companies failing or withdrawing from writing certain coverages that we offer to our customers. We have no control over these matters.
Capacity could also be reduced by insurance companies failing or withdrawing from writing certain coverages that we offer to our customers. We have no control over these matters.
Profit-sharing contingent commissions are special revenue-sharing commissions paid by insurance companies based upon the profitability, volume and/or growth of the business placed with such companies generally during the prior year. Override commissions are paid by insurance companies based upon the volume of business that we place with them and are generally paid over the course of the year.
Override commissions are paid by insurance companies based upon the volume of business that we place with them and are generally paid over the course of the year. Because profit-sharing contingent commissions and override commissions affect our revenues, any decrease in their payment to us could adversely affect our results of operations, profitability, and our financial condition.
Integrated, acquired businesses may not achieve levels of revenues or profitability comparable to our existing operations, or otherwise perform as expected. In addition, we compete for acquisition and expansion opportunities with firms and banks that may have substantially greater resources than we do.
In addition, we compete for acquisition and expansion opportunities with firms and banks that may have substantially greater resources than we do.
While we believe we can effectively mitigate these risks in a myriad of ways, there is no guarantee that investments in any geographic market will perform as expected. 22 Potential liability or other expenditures associated with potential environmental contamination may be costly.
Each market has nuances and idiosyncrasies that affect values, marketability, desirability, and demand for individual assets that may not be easily understood from afar. While we believe we can effectively mitigate these risks in a myriad of ways, there is no guarantee that investments in any geographic market will perform as expected.
Any of these effects could decrease our net revenues and profitability. 21 Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced insurer capacity.
Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced insurer capacity. Our results of operations depend on the continued capacity of insurance carriers to underwrite risk and provide coverage, which depends in turn on those insurance companies’ ability to procure reinsurance.
As of March 6, 2025, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.47% of the Company’s common stock, consisting of 99,672 common shares. As of December 31, 2024, there were no outstanding loan balances due to our CEO affiliated entities, Reliance Global Holdings LLC and YES Americana Group, LLC (“Americana”).
As of March 10, 2026, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.1% of the Company’s common stock, consisting of 659,780 common shares.
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Fluctuations in our quarterly and annual financial results have resulted and will continue to result from numerous factors, including: ● The Company having a limited operating history ● The Company has limited resources and there is significant competition for business combination opportunities.
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Our quarterly and annual financial results have fluctuated in the past and may continue to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control.
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Therefore, the Company may not be able to acquire other assets or businesses ● The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to complement the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination ● We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail. ● Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business ● Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us ● A cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could adversely affect our business, financial condition and reputation ● Rapid technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business and operating results ● Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results ● Because our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition ● If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may be adversely affected ● Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities ● There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with United States Generally Accepted Accounting Principles (U.S.
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These fluctuations may make it difficult to evaluate our operating performance and may cause our results of operations in a particular period to fall below the expectations of investors or securities analysts.
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GAAP). Any changes in estimates, judgments and assumptions could have a material adverse effect on our financial position and results of operations and therefore our business ● Improper disclosure of confidential information could negatively impact our business ● Our business could be adversely impacted by inflation.
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Factors that could cause fluctuations in our financial results include, among others: ● our limited operating history in certain aspects of our business and the evolving nature of our strategic initiatives, including our expansion through EZRA International Group and the Scale51 investment model; ● our ability to identify, negotiate, finance, and complete acquisitions or strategic investments, including majority ownership investments in technology-driven businesses, on acceptable terms or at all; ● the timing, structure, and success of acquisitions, investments, or other strategic transactions, including milestone-based investments that may occur over multiple periods; ● our ability to integrate acquired businesses or investments successfully and realize anticipated strategic or financial benefits; ● our ability to obtain additional financing, if required, to complete acquisitions, fund strategic investments, or support the operations and growth of existing and target businesses; ● the performance of companies in which we hold minority or controlling ownership interests, including the timing of their operational, commercialization, or technological development milestones; ● the availability of suitable acquisition or investment opportunities and competition for such opportunities; ● volatility in capital markets and the availability and cost of capital; ● our inability to retain or attract qualified employees, including key executives and management personnel; ● cybersecurity incidents or other interruptions to our information technology systems, data security infrastructure, or outsourced technology services; ● rapid technological changes that may require additional investment in technology, product development, or operational capabilities; ● changes in data privacy, cybersecurity, and other regulatory requirements applicable to our operations or those of companies in which we invest; ● economic conditions, inflation, interest rate changes, and other macroeconomic factors that may impact customer demand, acquisition activity, or capital availability; ● geographic concentration of our insurance operations in certain states, including Michigan, New York, Montana, New Jersey, Ohio, and Illinois; ● our ability to comply with financial and operational covenants contained in financing or other contractual arrangements; ● restrictions contained in certain agreements that may limit the discretion of our management in operating our business or pursuing strategic opportunities; ● the inherent uncertainties involved in estimates, judgments, and assumptions used in the preparation of financial statements in accordance with U.S.
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Due to the Company’s limited operating history, we believe period to period comparisons of our financial results are not always meaningful and should not be relied upon as an indication of future performance. The Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able to acquire other assets or businesses.
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Our strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks and uncertainties. In January 2026, we launched EZRA International Group and introduced the Scale51 investment model as part of our strategy to pursue majority ownership interests in selected technology-driven businesses.
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For the years ended December 31, 2024, and 2023 we derived $14,054,361 and $13,731,826 respectively or 100% of our annual revenue, respectively, from our operations located in these regions (FYE 2024 - Michigan – 53%, New York – 2%, Montana – 13% and Ohio – 16%, and Illinois – 17%.
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Under this model, we may seek to acquire controlling ownership positions, often through milestone-based or staged investments over time. This strategy exposes us to a number of risks that differ from those associated with our traditional insurance brokerage and InsurTech operations. Technology companies, particularly early-stage or growth-stage businesses, often face substantial operational, technological, regulatory, and commercialization risks.
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FYE 2023 - Michigan – 55%, New York – 2%, Montana – 14% and Ohio – 16%, and Illinois – 13%). The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry.
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Many such companies may have limited operating histories, unproven technologies, or uncertain paths to revenue generation or profitability. As a result, investments in these businesses may not achieve the anticipated strategic, operational, or financial benefits. In addition, our Scale51 strategy may involve acquiring ownership interests through milestone-based investments that occur over multiple periods.
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Worsening of Current U.S. economic conditions as a result of the COVID-19 pandemic and the Russian Federation Military Action may adversely affect our business.
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These structures may require us to commit capital over time while the underlying business is still developing, and the anticipated milestones may not be achieved within expected timeframes or at all. If these milestones are not achieved, or if the underlying businesses do not perform as expected, our investment returns and strategic objectives could be adversely affected.
Removed
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of the financial statements.
Added
Our ability to successfully execute this strategy will depend on a number of factors, including our ability to identify suitable investment opportunities, conduct effective due diligence, negotiate favorable transaction terms, integrate acquired businesses, and support the growth and operations of the companies in which we invest.
Removed
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
Added
We may also be required to commit additional capital to support the operations, development, or commercialization activities of these companies, and such capital may not be available on acceptable terms or at all.
Removed
Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
Added
If our Scale51 strategy is not successfully implemented, or if the companies in which we invest fail to perform as anticipated, our business, financial condition, results of operations, and prospects could be materially adversely affected. Our investments in companies located in Israel expose us to risks related to geopolitical instability, armed conflict, and regional security conditions.
Removed
If economic conditions were to worsen, a number of negative effects on our business could result, including declines in values of insurable exposure units, declines in insurance premium rates, the financial insolvency of insurance companies, the reduced ability of customers to pay, declines in the stock of residential housing or declines in property values.
Added
As part of our strategic initiatives, including the Scale51 investment model implemented through EZRA International Group, we may invest in or acquire ownership interests in technology companies located in Israel. Israel has historically experienced periods of geopolitical instability, armed conflict, and security threats involving neighboring states and non-state actors.
Removed
Also, if general economic conditions are poor, some of our customers may cease operations completely or be acquired by other companies, which could have an adverse effect on our results of operations and financial condition.
Added
In recent years, tensions between Israel and Iran and their respective regional allies have escalated, including military operations, missile attacks, cyber operations, and other forms of conflict. Military conflicts, acts of terrorism, cyberattacks, or other hostilities involving Israel or the broader Middle East region could disrupt the operations of companies located in Israel or otherwise adversely affect their business activities.
Removed
If these customers are affected by poor economic conditions, but yet remain in existence, they may face liquidity problems or other financial difficulties that could result in delays or defaults in payments owed to us, which could have a significant adverse impact on our consolidated financial condition and results of operations.
Added
Such events could result in damage to infrastructure, interruption of business operations, workforce disruptions due to military mobilization, delays in research and development activities, supply chain interruptions, restrictions on travel or transportation, or limitations on access to capital markets. In addition, geopolitical instability may negatively impact economic conditions, investor sentiment, and capital availability in Israel and the broader region.
Removed
Because profit-sharing contingent commissions and override commissions affect our revenues, any decrease in their payment to us could adversely affect our results of operations, profitability, and our financial condition. Our business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations.
Added
Companies operating in Israel may experience increased operating costs, reduced access to financing, regulatory changes, or other operational challenges during periods of conflict or heightened security conditions.
Removed
Each market has nuances and idiosyncrasies that affect values, marketability, desirability, and demand for individual assets that may not be easily understood from afar.
Added
To the extent that we invest in or acquire companies located in Israel, our business, financial condition, results of operations, and prospects could be materially adversely affected by geopolitical developments, armed conflict, or other security-related disruptions in the region. 12 The Company has limited resources and there is significant competition for business combination opportunities.
Removed
As a result, such regulation and supervision could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties.
Added
Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us. Our growth strategy partially includes the acquisition of other insurance intermediaries.
Removed
Any delisting would likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so.
Added
Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos, among other materials. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials.
Removed
However, subsequent to December 31, 2024, and on March 5, 2025 (the “Americana Facility Effective Date”), the Company entered into a revolving credit facility agreement (the “Americana Facility”), and issued a revolving note thereunder in favor of Americana, pursuant to which Americana agreed to lend the Company up to $600,000 for purposes of additional working capital for purposes of additional working capital related to incremental Spetner acquisition related costs, and general uses.
Added
If we fail to satisfy Nasdaq’s continued listing requirements, including the requirement to maintain a minimum market value of listed securities of $5 million, our common stock may be delisted, which could adversely affect the liquidity and market price of our securities. Our common stock is currently listed on the Nasdaq Capital Market.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
2 edited+1 added−484 removed6 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
2 edited+1 added−484 removed6 unchanged
2024 filing
2025 filing
Biggest changeOur Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology risks. Our Board oversees management’s implementation of our cybersecurity risk management program. Our executive management team is responsible for updating the Board, as necessary, regarding significant cybersecurity incidents.
Biggest changeOur Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology risks . 23 Our Board oversees management’s implementation of our cybersecurity risk management program. Our executive management team is responsible for updating the Board, as necessary, regarding significant cybersecurity incidents .
Our management team may meet with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.
Our management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.
Removed
Our Board shall also receive period reports from management (as deemed applicable) on our cybersecurity risks and cybersecurity risk management program. 28 Ite m 2. Properties Below is a schedule of the properties we currently occupy: Entity Name Location Own/Lease Description Approx. Sq.
Added
Our Board receives periodic reports from management (as deemed applicable) on our cybersecurity risks and cybersecurity risk management program.
Removed
Footage Lease Term Monthly Rent in USD Employee Benefits Solutions Cadillac, Michigan Lease Office Building 3,024 10/2019– 9/2030 $ 2,900 Southwestern Montana Insurance Center Belgrade, Montana Lease Office Building 6,000 4/2024– 3/2028 $ 7,500 Fortman Insurance Center Bluffton, Ohio Lease Office Building 990 2/2025– 1/2030 $ 1,500 Fortman Insurance Center Ottawa, Ohio Lease Office Building 2,386 5/2019– 4/2039 $ 2,640 Altruis Benefits Consultants Bingham Farms, MI Lease Office Building 1,767 6/2021– 8/2027 $ 4,295 Reliance Global Group, Inc.
Removed
Lakewood, NJ Lease Office Building 4,436 6/2021 – 3/2029 $ 8,999 Reliance Global Group, Inc. Suffern, NY Lease Office Building 9/2022 – 8/2025 $ 2,000 Reli Exchange Schaumburg, IL Lease Office Building 4/2022 – 07/2028 $ 3,677 Ite m 3.
Removed
Legal Proceedings From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business.
Removed
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. Litigation relating to the insurance brokerage industry is not uncommon.
Removed
As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future. Ite m 4. Mine Safety Disclosures Not applicable. 29 P ART II Ite m 5.
Removed
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Holders of Record As of December 31, 2024, there were approximately 524 holders of record of our ordinary shares, although there is a much larger number of beneficial owners.
Removed
Dividends The Company has never paid any cash dividends and does not expect to pay dividends for the foreseeable future. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business.
Removed
The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements, overall financial condition, and other factors that our board of directors deems relevant. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted.
Removed
It is the Company’s expectation that future management following a business combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.
Removed
Issuer Purchases of Equity Securities There have been no equity securities repurchased by the Company for the years ending December 31, 2024 and 2023.
Removed
Market Information Our common stock is listed on the NASDAQ Capital Market under the symbol “RELI”, and our warrants to purchase common stock are listed on the NASDAQ Capital Market under the symbol “RELIW.” On March 5, 2025, the closing price per share of our common stock was $1.47 as reported on the NASDAQ. 30 Recent Sales of Unregistered Securities Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 Number of Securities Issued (or cancelled) (1) Class of Securities Value of Securities issued ($/per share) at Issuance Were the Securities issued at a discount to market price at the time of issuance?
Removed
(Yes/No) Individual/ Entity Securities were issued to (entities must have individual with voting/ investment control disclosed). Reason for Securities issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) Restricted or Unrestricted as of this filing? Exemption or Registration Type? 4/25/2024 New 30,029 Common 5.91 No Julie A.
Removed
Blockey Acquisition Earn-Out payment 4(a)(2) 5/21/2024 New 17,824 Common 5.61 No Outside the Box Capital Inc. Services Restricted 4(a)(2) 6/20/2024 New 39,569 Common 3.96 No Armistice Capital Master Fund, Ltd. In Exchange for Series B Common Stock Purchase Warrant Restricted 4(a)(2) 6/21/2024 New 192,236 Common 3.96 No Armistice Capital Master Fund, Ltd.
Removed
In Exchange for Series G Common Stock Purchase Warrant Restricted 4(a)(2) 10/9/2024 New 6,667 Common 2.25 No Simon Jacobson Services Restricted 4(a)(2) 10/29/2024 New 70,032 Common Stock 2.35 No Jonathan Spetner Amendment to Stock Exchange Agreement Restricted 4(a)(2) 10/29/2024 New 70,032 Common Stock 2.35 No Agudath Israel of America Amendment to Stock Exchange Agreement Restricted 4(a)(2) 11/20/2024 New 72,464 Common 1.38 No Outside the Box Capital Inc.
Removed
Service Restricted 4(a)(2) 31 Use of Proceeds from Registered Securities Not applicable Issuer Purchases of Equity Securities Not applicable. Ite m 6. Selecte d Financial Data RESERVED Ite m 7.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Reliance Global Group, Inc. was incorporated in Florida on August 2, 2013 under the name Ethos Media Network, Inc. In September 2018, Reliance Holdings, purchased a controlling interest in the Company. Ethos Media Network, Inc. was renamed Reliance Global Group, Inc. on October 18, 2018.
Removed
We operate as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies.
Removed
We are led and advised by a management team that offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry. In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets.
Removed
Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.
Removed
As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of December 31, 2024, we have acquired nine insurance agencies and long term, we seek to conduct all transactions and acquisitions through our direct operations.
Removed
Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth.
Removed
Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021 which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer.
Removed
The platform launched during the summer of 2021 and currently operates in 46 states offering coverage with more than 30 highly rated insurance carriers. With the acquisition of Barra, we launched RELI Exchange, our business-to-business (B2B) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com.
Removed
Through RELI Exchange we on-board agency partners and provide them an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes.
Removed
Since its inception, RELI Exchange, has increased its agent roster by close to 300%. 32 Business Operations We’ve adopted a ‘One-Firm’ strategy, whereby the Reliance owned and operated agencies come together to operate as one cohesive unit which allows for efficient and effective cross-selling, cross-collaboration, and the effective deployment of the Company’s human capital.
Removed
This strategy also aims to enhance the Company’s overall market presence across the U.S., with all business lines operating under the RELI Exchange brand. It’s expected to benefit agents and clients by improving relationships with carriers, leading to better commission and bonus contracts due to higher business volumes.
Removed
The approach also strengthens the capability of RELI Exchange agency partners in securing diverse insurance policies and fosters increased cross-selling opportunities. This unified strategy positions the company for rapid scaling and integration of accretive acquisitions, expanding its industry reach.
Removed
Business Trends and Uncertainties The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers, properties 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.
Removed
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. A number of insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.
Removed
Financial Instruments The Company’s financial instruments as of December 31, 2024, consist of derivative warrants. These are accounted at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, (non-cash) gain or loss.
Removed
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).
Removed
We then focus on expanding their operations on a national platform and improving operational efficiencies in order 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.
Removed
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.
Removed
The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines. Revenues The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service.
Removed
The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company is entitled to receive compensation from an insurance carrier. Insurance Acquisitions and Strategic Activities As of the date of this filing, we have acquired nine insurance agencies (see table below).
Removed
As we continue to execute on our acquisition strategy, our reach within the insurance industry can provide us with the ability to offer lower rates, which could boost our competitive position within the industry. 33 Acquired Date Location Line of Business U.S.
Removed
Benefits Alliance, LLC (USBA) October 24, 2018 Michigan Health Insurance Employee Benefit Solutions, LLC (EBS) October 24, 2018 Michigan Health Insurance Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) December 1, 2018 New Jersey P&C – Trucking Industry Southwestern Montana Insurance Center, Inc.
Removed
(Southwestern Montana or Montana) April 1, 2019 Montana Group Health Insurance Fortman Insurance Agency, LLC (Fortman or Fortman Insurance) May 1, 2019 Ohio P&C and Health Insurance Altruis Benefits Consultants, Inc. (Altruis) September 1, 2019 Michigan Health Insurance UIS Agency, LLC (UIS) August 17, 2020 New York Health Insurance J.P. Kush and Associates, Inc.
Removed
(Kush) May 1, 2021 Michigan Health Insurance Barra & Associates, LLC April 26, 2022 Illinois Health Insurance Recent Developments Private Placements On March 13, 2023, the Company entered into a securities purchase agreement with one institutional buyer for the purchase and sale of, (i) an aggregate of 9,120 shares (the “Common Shares”) of the Company’s common stock, par value $0.086 per share (the “Common Stock”) along with accompanying common warrants (the “Common Units”), (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 52,800 shares of Common Stock (the “Prefunded Warrant Shares”) along with accompanying common warrants (the “Pre-Funded Units”), and (iii) common warrants (the “Common Warrants”) to initially acquire up to 123,839 shares of Common Stock (the “Common Warrant Shares”) (representing 200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement”).
Removed
Additionally, the Company agreed to issue a warrant to the Placement Agent (defined below), to initially acquire 3,096 shares of common stock (the “PA Warrant”). The closing of the Private Placement occurred on March 16, 2023.
Removed
As of December 31, 2024, with exception to the PA Warrant which remains outstanding, the aforementioned warrants have been exercised into common shares and none remain outstanding. Stock Splits On February 23, 2023, the Company effectuated a 1-for-15 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split-2023”). The par value remained unchanged.
Removed
On July 1, 2024, the Company effectuated a 1-for-17 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split-2024”). The par value remained unchanged. All amounts presented in this Annual Report on Form 10-K have been retrospectively adjusted to reflect the Reverse Split-2023 and the Reverse Split-2024 for all periods presented, unless otherwise indicated.
Removed
The Reverse Split-2024 resulted in a rounding addition of approximately 110,350 shares valued at par, totalling $9,490 for which shares were issued in July 2024. Bylaws Amendment On February 4, 2025, the Company’s Board of Directors approved Amendment No. 1 (the “Bylaws Amendment”) to the Company’s bylaws.
Removed
The Bylaws Amendment had the effect of (i) amending the title of the bylaws to be “Bylaws of Reliance Global Group, Inc.”, to reflect the change of Company’s name since adoption of the bylaws (in May 2017, the Company’s name was changed from Eye on Media Network, Inc. to Ethos Media Network, Inc., and in October 2018, the Company’s name was changed from Ethos Media Network, Inc. to Reliance Global Group, Inc.); and (ii) reducing the quorum needed to hold a meeting of the Company’s stockholders from a majority of the shares entitled to vote, represented in person or proxy, to thirty-three and one-third (33-1/3%) percent of the shares entitled to vote, represented in person or proxy.
Removed
Increase in Authorized Shares On February 7, 2025, the Company filed articles of amendment (the “Articles Amendment”) to its articles of incorporation, as amended, with the Florida Secretary of State. The Articles Amendment had the effect of increasing the total number of authorized shares of the Company’s common stock from 117,647,058 to 2,000,000,000.
Removed
The Articles Amendment had no effect on the number of authorized shares of preferred stock. Accordingly, following the filing of the Articles Amendment, effective February 7, 2025, the Company’s authorized capital stock consisted of 2,750,000,000 shares, representing (i) 2,000,000,000 shares of common stock, and (ii) 750,000,000 shares of preferred stock.
Removed
The Articles Amendment was approved by the Company’s Board of Directors on October 2, 2024, and by the Company’s stockholders on December 31, 2024.
Removed
Amendment No. 2 to Spetner Amended and Restated Stock Exchange Agreement On February 20, 2025, the Company entered into an Amendment No. 2 (the “Amendment”) to that certain Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024 (the “Original Agreement”), by and among the Company, Spetner Associates, Inc.
Removed
(“Spetner”), Jonathan Spetner, and Agudath Israel of America (“Agudath”), as amended on October 29, 2024 (“Amendment 1”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”. Pursuant to the Amendment, the Company agreed to issue to each of Mr.
Removed
Spetner and Agudath 78,500 shares of the Company’s common stock as a non-refundable deposit and a prepayment of a portion of the First Purchase Price, in the amount of $239,425 (collectively the “Additional Deposit Shares”). The Additional Deposit Shares were issued on February 20, 2025.
Removed
Further, the Amendment provides that the Additional Deposit Shares, (together with the Deposit Shares, as defined in and as issued pursuant to Amendment 1), shall be deemed a deposit and a prepayment of a portion of the First Purchase Price, and shall constitute a portion of the First Payment Shares, the value of the Deposit Shares and the Additional Deposit Shares, and the portion of the First Purchase Price to be paid by issuance of the First Payment Shares which has been satisfied by the issuance of the Deposit Shares and the Additional Deposit Shares, and collectively, was agreed to be equal to $568,856.
Removed
The Amendment also sets forth that the purchase price for the First Closing Shares shall be $16,050,000, and that $6,500,000 of the First Purchase Price (the “Cash Payment”), shall be paid to Mr. Spetner. The Original Agreement, prior to Amendment 1, provided that the First Payment Shares would be issued solely to Mr.
Removed
Spetner, however, the Amendment provides that, in the event that the First Closing occurs, the issuance of Deposit Shares and the Additional Deposit Shares to Agudath as set forth above shall be deemed to satisfy the obligations of the Company to issue such applicable portion of First Payment Shares to Mr. Spetner.
Removed
Further, the Amendment provides that, in the event the First Closing occurs, the Deposit Shares and the Additional Deposit Shares shall be retained by the Sellers and shall constitute payment of a portion of the First Payment Shares.
Removed
The Deposit Shares and the Additional Deposit Shares shall be non-refundable to the Company unless the First Closing is prevented by the Sellers. 34 Non-GAAP Measure The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information.
Removed
Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”).
Removed
The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry.
Removed
AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures.
Removed
We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
Removed
Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of Operations”.
Removed
We exclude the following items, and the following items define our non-GAAP financial measure AEBITDA: ● Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Goodwill and/or asset impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance. ● Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings.
Removed
These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations.
Removed
The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss.
Removed
The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Other income, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company. ● Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness.
Removed
Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. ● Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Removed
Refer to the reconciliation of net (loss) income to AEBITDA, illustrated below in tabular format.
Removed
Results of Operations Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 The following table sets forth our revenue and expenses for each of the years presented and provides insight into the value and percentage changes: 35 RELIANCE GLOBAL GROUP, INC.
Removed
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ANALYTICS December 31, 2024 December 31, 2023 Value Fluctuation Percent Fluctuation Explanations Commission Income $ 14,054,361 $ 13,731,826 $ 322,535 2 % Increased commission income primarily driven by sustained organic growth. Commission Expense (“CE”) 4,189,599 3,732,939 456,660 12 % Increased CE correlated to growth and revenue mix.
Removed
Salaries and wages (“S&W”) 7,226,810 7,503,052 (276,242 ) -4 % Decreased S&W’s per OneFirm efficiencies and overall leaner operations. General and administrative expenses (“G&A”) 4,219,635 4,089,989 129,646 3 % Increased G&A is due to general inflation and increased acquisition costs, offset by OneFirm efficiency enhancements.
Removed
Marketing and advertising expenses (“M&A”) 357,697 364,974 (7,277 ) -2 % M&A decrease consistent with Company’s current marketing strategy. Change in estimated acquisition earn-out payables 47,761 1,716,873 (1,669,112 ) -97 % Decrease pursuant to the settlement of all earn-out payables. Depreciation and amortization (“D&A”) 1,786,068 2,609,191 (823,123 ) -32 % Decrease due to impaired intangible assets no longer incurring D&A.
Removed
Asset impairment 3,922,110 - 3,922,110 0 % Increase due to impaired intangible assets write off.
Removed
Goodwill Impairment - 7,594,000 (7,594,000 ) -100 % Total operating expenses 21,749,680 27,611,018 (5,861,338 ) -21 % Loss from operations (7,695,319 ) (13,879,192 ) 6,183,873 -45 % Other income (expense) Interest expense (1,442,808 ) (1,506,186 ) 63,378 -4 % Decrease per principle payments and decreasing interest rates.
Removed
Interest expense related parties (140,802 ) (150,067 ) 9,265 -6 % Decrease per periodic paydowns on loan balances Other income, net 51,345 6,530 44,815 686 % Increased other income relates primarily to certain non-recurring sales of accounts.
Removed
Recognition and change in fair value of warrant liabilities 156,000 5,503,647 (5,347,647 ) -97 % Fluctuation per fair value changes in derivative warrant liabilities and warrants exercised.
Removed
Total other (expense) income (1,376,265 ) 3,853,924 (5,230,189 ) -136 % Loss from continuing operations before tax (9,071,584 ) (10,025,268 ) 953,684 -10 % Loss from discontinued operations before tax - (1,984,714 ) 1,984,714 -100 % Net loss $ (9,071,584 ) $ (12,009,982 ) $ 2,938,398 -24 % AEBITDA $ (321,224 ) $ (526,798 ) $ 205,573 -39 % 36 Non-GAAP Reconciliation from Net Loss to AEBITDA The following table provides a reconciliation from net loss to AEBITDA (adjusted EBITDA) for the years ended December 31, 2024 and December 31, 2023.
Removed
December 31, 2024 December 31, 2023 Net loss $ (9,071,584 ) $ (12,009,982 ) Adjustments: Interest and related party interest expense 1,583,610 1,656,253 Depreciation and amortization 1,786,068 2,609,191 Asset impairment 3,922,110 - Goodwill impairment - 7,594,000 Equity-based compensation employees, directors, and service providers 858,108 1,272,155 Change in estimated acquisition earn-out payables 47,761 1,716,873 Other income, net (51,345 ) (6,530 ) Transactional costs 636,494 101,500 Non-standard costs 123,554 58,675 Recognition and change in fair value of warrant liabilities (156,000 ) (5,503,647 ) Loss from discontinued operations before tax - 1,984,714 Total adjustments 8,750,360 11,483,185 AEBITDA $ (321,224 ) $ (526,798 ) Liquidity and capital resources As of December 31, 2024, the Company had a cash balance of approximately $1,798,000, of which approximately $1,425,000 was restricted, and working capital of approximately $416,000, compared with a cash balance of approximately $2,739,000, of which approximately $1,410,000 was restricted and a working capital of approximately $1,189,000 as of December 31, 2023.
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