Reliance Global Group, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our business plans and strategies, anticipated or projected benefits or other consequences of our plans or strategies, including our capital allocation and investment activities, and other statements regarding our expectations, beliefs, intentions, or future performance.

Words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and the negative of these terms or similar expressions, as well as statements in the future tense, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based on information available to us as of the date they are made and on management’s current expectations and assumptions regarding future events and operating performance. Actual results, performance, or achievements may differ materially from those expressed or implied by the forward-looking statements as a result of a variety of factors, including, but not limited to:

● our need to raise additional capital, which may not be available on acceptable terms or at all;

● our ability to maintain the listing of our common stock and warrants on the Nasdaq Capital Market;

● volatility in the price of our securities due to changes in the capital markets, our industry, or our capital structure;

● our ability to execute on our acquisition strategy and integrate acquired businesses successfully;

● our ability to retain key personnel and effectively manage growth;

● the risk that we and our agency partners are unable to generate expected revenues or margins;

● risks associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality;

● the impact of economic conditions, inflation, and interest rate trends on our operations and customer demand;

● potential disruptions due to cybersecurity incidents or system failures;

● risks associated with legal proceedings and compliance obligations;

● risks associated with our direct or indirect exposure to digital assets, including cryptocurrencies, such as extreme price volatility, potential illiquidity, evolving and uncertain regulatory treatment, custody and security risks, and the potential for impairment charges on such assets; and

● other risks and uncertainties described in this Annual Report on Form 10-K, including those set forth under “Item 1A. Risk Factors.”

If one or more of these risks or uncertainties materialize, or if any of our underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report.

Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Unless the context requires otherwise, references to “Reliance Global Group,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to Reliance Global Group, Inc.