Reliance Global Group, Inc.

As filed with the Securities and Exchange Commission on January 22, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Reliance Global Group, Inc.

(Exact name of registrant as specified in its charter)

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

732-380-4600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Ezra Beyman

Chief Executive Officer

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

732-380-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

RELIANCE GLOBAL GROUP, INC.

UP TO 7,800,312 SHARES OF COMMON STOCK

UP TO 7,800,312 PRE-FUNDED WARRANTS TO PURCHASE UP TO 7,800,312 SHARES OF COMMON STOCK

UP TO 15,600,624 COMMON STOCK PURCHASE WARRANTS TO PURCHASE UP TO 15,600,624 SHARES OF COMMON STOCK

UP TO 546,022 PLACEMENT AGENT WARRANTS TO PURCHASE UP TO 546,022 SHARES OF COMMON STOCK

****UP TO 23,946,958 SHARESOF COMMON STOCK ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS, PRE-FUNDED WARRANTS AND PLACEMENT AGENT WARRANTS

We are offering on a best-efforts basis up to 7,800,312 units (the “Units”) at an assumed public offering price of $0.7692 per Unit. Each Unit consists of (i) one share of our common stock, par value $0.086 per share (the “Common Stock”), and (ii) two common stock warrants (the “Common Warrants”), each to purchase one share of Common Stock. The public offering price of each Unit is $0.7692 per Unit, which is comprised of $0.5192 for one share of Common Stock, which is the Nasdaq Official Closing Price of the Common Stock on the Nasdaq Stock Market as of January 14, 2026, and $0.25 for the two Common Warrants. We intend to seek stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Common Warrants at a price that does not meet the “Minimum Price” requirements of Nasdaq Listing Rule 5635(d) (such approval, “Warrant Stockholder Approval”). If Warrant Stockholder Approval is obtained (and the Pricing Conditions (as defined below) are not met), we expect to reduce the public offering price per Unit and the public offering price per Pre-Funded Unit by the amount attributed to the Common Warrants (currently $0.25 per Unit/Pre-Funded Unit), or such other amount as may be determined at pricing.

The Common Warrants are exercisable for a period of two years from the date of issuance at an exercise price equal to $[●] per share of Common Stock, which equals the public offering price per share of Common Stock in this offering. The Common Warrants will be exercisable beginning on the effective date of Warrant Stockholder Approval, provided however, if the Pricing Conditions are met, the Common Warrants will be exercisable upon issuance (the “Initial Exercise Date”). As used herein, “Pricing Conditions” means that the combined offering price per share and accompanying Common Warrants is such that Warrant Stockholder Approval is not required under the rules of Nasdaq because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underlying the Common Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the Common Warrants) meet the pricing requirements under Nasdaq’s rules. The Pre-Funded Warrants will be exercisable at any time after issuance at an exercise price of $0.001.

We are also offering to each purchaser of Shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering the opportunity to purchase pre-funded units (the “Pre-Funded Units”), each consisting of (i) one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”) and (ii) two Common Warrants. A holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates (and certain related parties), would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The public offering price of each Pre-Funded Unit is $0.7682 per Pre-Funded Unit, which is comprised of $0.5182 for one Pre-Funded Warrant and $0.25 for the two Common Warrants. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.001 per share (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit we sell (without regard to any limitation on exercise set forth therein), the number of Units consisting of shares of Common Stock we are offering will be decreased on a one-for-one basis. See “Description of Securities Being Registered—Pre-Funded Warrants” in this prospectus for more information.

The Common Stock (or Pre-Funded Warrants, as applicable) and the Common Warrants comprising the Units and Pre-Funded Units will be issued separately and will be immediately separable upon issuance. In addition, the registration statement of which this prospectus forms a part also relates to the registration of the shares of Common Stock issuable upon exercise of the Common Warrants, Pre-Funded Warrants and Placement Agent Warrants. The Units and Pre-Funded Units will not be issued or trade as a separate security, and we do not intend to apply for listing of the Units or Pre-Funded Units on any securities exchange or other trading market. In addition, we do not intend to apply for listing of the Common Warrants, the Pre-Funded Warrants or the Placement Agent Warrants on any securities exchange or other trading market, and we do not expect a trading market to develop.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “RELI.” On January 14, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.5192 per share. There is no established public trading market for the Pre-Funded Warrants. We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

The public offering price for the Securities in this offering will be determined at the time of pricing, and may be at a discount to the then current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

This offering will terminate on February 27, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date.

The Securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than two business days following the commencement of this offering and we will deliver all Securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent has made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the Securities offered hereunder. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.

We have engaged H.C. Wainwright & Co., LLC as our exclusive placement agent (“Wainwright” or the “placement agent”) to use its reasonable best efforts to solicit offers to purchase our Securities in this offering. The placement agent is not purchasing or selling any of the Securities we are offering and is not required to arrange for the purchase or sale of any specific number or dollar amount of the Securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below. See “Plan of Distribution” on page 78 of this prospectus for more information.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 9 of this prospectus before purchasing any of the shares offered by this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus is _________, 2026.

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