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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
or
☐
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) |
Registrant’s
telephone number, including area code: (732) 380-4600
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 |
| Series
A Warrants |
|
EZRAW |
|
Nasdaq
Capital Market |
Securities
registered pursuant to section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No ☒
The
aggregate market value of the common stock, $0.086 par value per share, held by non-affiliates of the registrant, based on the closing
sale price of registrant’s common stock ($1.87) as quoted on the NASDAQ on June 30, 2025 (the last business day of the registrant’s
most recently completed second fiscal quarter), was approximately $5.3 million.
At
March 10, 2026, the registrant had 21,253,013 shares of common stock, par value $0.086
per share, outstanding.
EXPLANATORY NOTE
On March 10,
2026, Reliance Global Group, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December
31, 2025 (the “Original 2025 10-K”), with the Securities and Exchange Commission (the “SEC”). In the Original
2025 10-K, the Company inadvertently omitted listing its Compensation Recovery Policy, dated November 13, 2023 (the “Clawback Policy”),
as an exhibit. This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is an exhibits-only filing being filed to revise the
Exhibit Index, contained in Part IV, Item 15, to include a reference to the Clawback Policy as Exhibit 97.1. In addition, the Company
has included current-dated Exhibit 31 certifications with this Amendment No. 1.
Amendment No.
1 speaks as of the filing date of the Original 2025 10-K, and does not reflect events that may have occurred subsequent to the filing
date of the Original 2025 10-K. Except as described above, no other changes have been made to the Original 2025 10-K, and Amendment No.
1 does not modify, amend or update in any way any of the financial or other information contained in the Original 2025 10-K. Amendment
No. 1 should be read in conjunction with the Original 2025 10-K and the Company’s other filings with the SEC.
PART
IV
Item
15. Exhibits and Financial Statement Schedules
The following exhibits are filed or furnished with
this Annual Report on Form 10-K/A.
| Exhibit
No. |
|
Description |
| 1.1 |
|
At The Market Offering Agreement dated as of August 13, 2025 between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on August 14, 2025). |
| |
|
|
| 3.1 |
|
Articles
of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended
through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October
8, 2020 (File No. 333-249381)). |
| |
|
|
| 3.2 |
|
Bylaws
of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). |
| |
|
|
| 3.3 |
|
Articles
of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference
to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
February 5, 2021 (SEC File No. 333-249381)). |
| |
|
|
| 3.4 |
|
Articles
of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference
to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 3.5 |
|
Articles
of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference
to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No.
001-40020)). |
| |
|
|
| 3.6 |
|
Medigap
Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 3.7 |
|
Articles
of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference
to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No.
001-40020)). |
| |
|
|
| 3.8 |
|
Certificate
of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated
herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024
(SEC File No. 001-40020)). |
| |
|
|
| 3.9 |
|
Amendment
No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 6, 2025). |
| |
|
|
| 3.10 |
|
Articles
of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1
to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025. |
| |
|
|
| 4.1 |
|
Form
of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 4.2 |
|
Form
of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 4.3 |
|
Series
G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master
Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 13, 2023). |
| |
|
|
| 4.4 |
|
Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023). |
| 4.5 |
|
Form
of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File
No. 333-275190) filed on October 27, 2023). |
| |
|
|
| 4.6 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2025). |
| |
|
|
| 4.7 |
|
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 23, 2025). |
| |
|
|
| 4.8 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 23, 2025). |
| |
|
|
| 4.9 |
|
Form of Common Warrant (Incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). |
| |
|
|
| 4.10 |
|
Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). |
| |
|
|
| 4.11 |
|
Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). |
| |
|
|
| 10.1 |
|
Securities
Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. dated February 19, 2020 (incorporated herein by reference
to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October
8, 2020 (SEC File No. 333-249381)). |
| |
|
|
| 10.2 |
|
Irrevocable
Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated
by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on October 8, 2020 (File No. 333-249381)). |
| |
|
|
| 10.3 |
|
Lease
between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference
to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange
Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.4 |
|
Master
Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated
by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities
and Exchange Commission on December 4, 2020 (File No. 333-249381)). |
| |
|
|
| 10.5
† |
|
Reliance
Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement
on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.6 |
|
Amendment
No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by
reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and
Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.7 |
|
Form
of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7
to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on
January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.8 |
|
Purchase
Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated
herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.9 |
|
Form
of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated
as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.10 |
|
Form
of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.11 |
|
Form
of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| 10.12 |
|
Form
of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.13 |
|
Asset
Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof
entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.14 |
|
Form
of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23,
2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.15 |
|
Form
of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23,
2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.16 |
|
Asset
Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022
(File Number 001-40020)). |
| |
|
|
| 10.17 |
|
Security
Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2,
2022 (File Number 001-40020)). |
| |
|
|
| 10.18
† |
|
Employment
Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)). |
| |
|
|
| 10.19 |
|
Promissory
Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to
Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No.
001-40020)). |
| |
|
|
| 10.20 |
|
Amendment
No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated
herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 13, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.21
† |
|
Promotion
Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4,
2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.22 |
|
Securities
Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File
No. 001-40020)). |
| |
|
|
| 10.23 |
|
Form
of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.24 |
|
Form
of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| 10.25 |
|
Form
of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.26 |
|
Form
of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.27 |
|
Second
Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services,
LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023). |
| |
|
|
| 10.28 |
|
Confidential
Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance
Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65
Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023). |
| |
|
|
| 10.29 |
|
Amendment
#1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance
Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on October 4, 2023). |
| |
|
|
| 10.30
† |
|
Reliance
Global Group Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix I to the Company’s Definitive Proxy Statement
filed with the Securities and Exchange Commission on October 4, 2023 (File No. 001-40020)). |
| |
|
|
| 10.31 |
|
Inducement
Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital
Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December
13, 2023). |
| |
|
|
| 10.32 |
|
Inducement
Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global
Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K filed on December 13, 2023). |
| |
|
|
| 10.33 |
|
Exchange
Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc.
and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
on December 13, 2023). |
| |
|
|
| 10.34 |
|
Third
Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance
Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed on January 11, 2024). |
| |
|
|
| 10.35
† |
|
Executive
Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on January 31, 2024). |
| |
|
|
| 10.36 |
|
At
Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2024). |
| |
|
|
| 10.37 |
|
Reliance Global Group, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-284386) filed on January 21, 2025). |
| |
|
|
| 10.38 |
|
Reliance Global Group, Inc. 2025 Equity Inventive Plan (incorporated by reference to Appendix I to the Definitive Proxy Statement on Schedule 14A filed on April 15, 2025). |
| |
|
|
| 10.39 |
|
Revolving Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). |
| |
|
|
| 10.40 |
|
Revolving Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). |
| |
|
|
| 10.41 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2025). |
| |
|
|
| 10.42 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 23, 2025). |
| |
|
|
| 10.43 |
|
Amendment No. 1 to the Revolving Credit Facility Agreement, dated June 24, 2025, by and among Reliance Global Group, Inc. and YES Americana Group, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 24, 2025). |
| |
|
|
| 10.44 |
|
Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC on June 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 24, 2025). |
| |
|
|
| 10.45 |
|
Asset Purchase Agreement, between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC, dated July 7, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 11, 2025). |
| 10.46 |
|
Common Stock Purchase Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 27, 2025). |
| |
|
|
| 10.47 |
|
Registration Rights Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 27, 2025). |
| |
|
|
| 10.48 |
|
Interim Crypto Purchase Agreement, entered into between the Company and Moshe Fishman, dated September 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2025). |
| |
|
|
| 10.49 |
|
Amendment No. 1 to the Common Stock Purchase Agreement between the Company and White Lion Capital LLC, effective November 5, 2025 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025). |
| |
|
|
| 10.50 |
|
Advisory Agreement, between the Company and Convergence Strategy Partners, LLC, dated November 18, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2025). |
| |
|
|
| 10.51 |
|
Asset Purchase Agreement, between the Company, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC, dated December 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 30, 2025). |
| |
|
|
| 10.52 |
|
Promissory Note, entered into between the Company and Enquantum Ltd., dated January 15, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 21, 2026) |
| |
|
|
| 10.53 |
|
Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.57 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). |
| |
|
|
| 10.54 |
|
Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.58 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)). |
| |
|
|
| 10.55 |
|
Share Purchase Agreement, entered into between the Company and Enquantum Ltd. Dated February 5, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 10, 2026). |
| |
|
|
| 10.56 |
|
Amendment No. 1 to the Share Purchase Agreement, dated February 19, 2026, entered into between the Company and Enquantum Ltd. (incorporated by reference to Exhibit 10.2 the Current Report on Form 8-K filed by the Company on February 25, 2026) |
| |
|
|
| 14.1 |
|
Code
of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission
on March 31, 2022). |
| |
|
|
| 19.1 |
|
Insider Trading Policy (contained in Exhibit 14.1 hereto). |
| |
|
|
| 21.1 *** |
|
List of subsidiaries. |
| |
|
|
| 23.1
*** |
|
Consent of Urish Popeck & Co., LLC. |
| |
|
|
| 24.1
*** |
|
Power of Attorney (included on the signature page). |
| |
|
|
| 31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002. |
| |
|
|
| 31.2
* |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002. |
| |
|
|
| 32.1
*** |
|
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer. |
| |
|
|
| 97.1 † |
|
Compensation Recovery Policy of Reliance Global Group, Inc., dated November 13, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K/A filed with the SEC on April 8, 2025). |
| |
|
|
| 101.INS* |
|
Inline
XBRL Instance Document |
| |
|
|
| 101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104* |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Filed
herewith |
| ** |
Furnished
herewith |
| *** | Previously provided with Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 10, 2026. |
| † | Includes management contracts and compensation plans and arrangements |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 26, 2026.
| Reliance
Global Group, Inc. |
|
| |
|
|
| By:
|
/s/
Ezra Beyman |
|
| |
Ezra
Beyman |
|
| |
Chief
Executive Officer and Chairman of the Board |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
Ezra Beyman |
|
Chief
Executive Officer and Executive Chairman and Director |
|
|
| Ezra
Beyman |
|
(Principal
Executive Officer) |
|
March
26, 2026 |
| |
|
|
|
|
| /s/
Joel Markovits |
|
Chief
Financial Officer |
|
|
| Joel
Markovits |
|
(Principal
Financial and Accounting Officer) |
|
March
26, 2026 |
| |
|
|
|
|
| /s/
Alex Blumenfrucht |
|
Director |
|
|
| Alex
Blumenfrucht |
|
|
|
March
26, 2026 |
| |
|
|
|
|
| /s/
Sheldon Brickman |
|
Director |
|
|
| Sheldon
Brickman |
|
|
|
March
26, 2026 |
| |
|
|
|
|
| /s/
Ben Fruchtzweig |
|
Director |
|
|
| Ben
Fruchtzweig |
|
|
|
March
26, 2026 |
| |
|
|
|
|
| /s/
Scott Korman |
|
Director |
|
|
| Scott
Korman |
|
|
|
March
26, 2026 |