Reliance Global Group, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
EZRA$2.11+2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-021089
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001493152-26-021761
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 99 current paragraphs.
34 unchanged; 10 reworded; 55 added; 36 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (55)
Current report
Reliance Global Group, Inc. operates as a holding company that acquires, owns, and actively manages insurance distribution and technology-oriented businesses. Historically, the Company’s primary operations have consisted of the ownership and operation of wholesale and retail insurance agencies and related InsurTech platforms, including RELI Exchange and 5MinuteInsure.com. In January 2026, as described below, the Company launched EZRA International Group as a strategic platform intended to support the Company’s expansion through majority investments in technology-focused businesses.
Current report
Formation of LGG
Current report
In April 2026, the Company formed LifeSci Global Group LLC (“LGG”) to pursue investments in healthcare-related companies, with the Company holding a majority ownership interest of approximately 51%. The remaining ownership interest is held by an entity affiliated with certain members of the Company’s management and Board of Directors. In connection with the formation, the Company entered into a financing arrangement with LGG providing for borrowings of up to $2.0 million, of which $0.5 million had been advanced as of April 30, 2026.
Current report
Also in April 2026, LGG entered into an agreement to invest approximately $2.0 million in Innervate Radiopharmaceuticals LLC, an early-stage life sciences company, in exchange for a minority equity interest and certain additional rights. The Company expects LGG to serve as a platform for expanding its presence in the healthcare and life sciences sector.
Current report
These arrangements involve related parties, as certain members of management and the Board hold ownership interests in the minority member of LGG, and one director is affiliated with Innervate. The transactions were reviewed and approved by the independent members of the Company’s Board of Directors.
Current report
Reverse Stock Split and Nasdaq Compliance
Current report
On May 7, 2026, our Board of Directors approved a 1-for-40 reverse stock split of our issued and outstanding common stock, as well as a proportional reduction in the number of authorized shares of common stock. The reverse stock split will become effective for trading purposes on May 19, 2026.
Current report
The reverse stock split was undertaken to increase the market price of our common stock and to enable us to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Following the effectiveness of the reverse stock split, we are required to maintain a minimum closing bid price of at least $1.00 per share for a period of ten consecutive trading days to regain compliance, with a compliance deadline of June 10, 2026.
Current report
As a result of the reverse stock split, every 40 shares of our outstanding common stock would be automatically combined into one share of common stock, and the number of authorized shares of common stock will be reduced proportionately. The reverse stock split did not affect stockholders’ relative ownership interests, except with respect to the treatment of fractional shares.
Current report
While the reverse stock split increased the per share trading price of our common stock, there can be no assurance that we will be able to maintain compliance with the minimum bid price requirement for the required period or continue to meet Nasdaq’s continued listing standards. We continue to monitor our stock price and may take additional actions, if necessary, to maintain compliance with applicable listing requirements.
Current report
Scentech Transaction
Current report
Subsequent to March 31, 2026, the Company also determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. No definitive agreement was executed, and the parties did not reach final terms. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of those discussions.
Current report
Amendment to 2025 Equity Incentive Plan
Current report
On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 14,000,000 shares, from 2,000,000 shares to 16,000,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders and is intended to support the Company’s ongoing employee, director, consultant, and strategic incentive compensation programs.
Current report
Strategic Ventures Initiatives
Current report
In January 2026, the Company launched EZRA International Group and introduced its Scale51 operating model (“Scale51”), under which the Company intends to pursue majority ownership positions in technology-driven businesses while continuing to operate its insurance brokerage and InsurTech platforms as its operational base.
Current report
In furtherance of this strategy, the Company initiated an investment in Enquantum Ltd., a cybersecurity company focused on post-quantum encryption and data protection technologies, through a $166,000 secured convertible note. In February 2026, the Company entered into a Share Purchase Agreement pursuant to which it agreed, subject to specified milestones and other conditions, to acquire up to a 51% ownership interest in Enquantum for aggregate consideration of approximately $2.1 million, payable in tranches.
Current report
During February 2026, the Company completed the initial closing under the agreement and acquired an approximate 8% ownership interest on a fully diluted basis through the conversion of the note and a cash investment. Additional tranche-based investments during March and April 2026 increased the Company’s ownership to approximately 16% on a fully diluted basis.
Current report
The agreement provides for additional milestone-based investments intended to increase the Company’s ownership to a controlling interest over time, including a final transaction to reach approximately 51% ownership. The Company also expects to issue shares of its common stock in connection with a final control step-up. The Company views this investment as an initial execution of its Scale51 strategy.
Current report
Capital Markets Activity
Current report
In January 2026, the Company completed a public offering that generated gross proceeds of approximately $2.0 million, enhancing liquidity and capital resources. The offering consisted of common stock and accompanying warrants, and during the three months ended March 31, 2026, the Company received approximately $0.8 million from the exercise of outstanding warrants.
Current report
In February 2026, the Company amended its at-the-market (“ATM”) offering program, increasing the aggregate amount of common stock that may be offered and sold from time to time to approximately $1.8 million. The ATM program provides the Company with additional flexibility to access capital as needed, subject to market conditions. Additionally, beginning in the first quarter of 2026 to date, the Company sold shares under its ATM program for combined net proceeds of approximately $214,000, with remaining availability of approximately $1.6 million under the program for future issuances.
Current report
In March 2026, the Company also amended its equity line of credit facility, extending the availability period through December 31, 2028 (subject to earlier utilization) and increasing the total committed capital to $50.0 million. Collectively, these activities enhanced the Company’s financial flexibility and access to capital to support working capital, merger and acquisition activities, and general corporate purposes.
Current report
NASDAQ Ticker Symbol Change
Current report
On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” effective at the open of trading on Monday, January 26, 2026. The Company’s common stock will remain listed on the Nasdaq Capital Market and the Company’s CUSIP number will remain unchanged. No action is required by the Company’s stockholders in connection with the ticker symbol change.
Current report
Settlement Agreements
Current report
During March 2026, the Company entered into settlement agreements related to certain prior stock purchase transactions and matters involving previously asserted guarantees, including those associated with related parties. In connection with these agreements, the Company paid aggregate settlement amounts of approximately $131,000. The settlements were reviewed and approved by the independent members of the Company’s Board of Directors.
Current report
Corporate Governance
Current report
On March 11, 2026, the Company adopted Amended and Restated Bylaws, which, among other things, revised the provision relating to the timing of the annual meeting of stockholders so that the date, time and place of the annual meeting may be determined by the Company’s Board of Directors. On March 17, 2026, the Company filed Articles of Restatement with the Florida Department of State, restating the Company’s Articles of Incorporation in their entirety.
Current report
Insurance Agency/Brokerage Acquisitions
Current report
Commission Income (CI)
Current report
The decrease in consolidated Commission Income was primarily driven by portfolio realignments during 2025, including the sale of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA), which reduced commission revenue from these operations. This decline was partially offset by approximately 11% organic growth in revenue from our retained businesses.
Current report
Commission Expense (CE)
Current report
The increase in consolidated Commission Expense was primarily attributable to higher commission rates driven by general market conditions, as well as increased commission expense from the Company’s retained businesses consistent with approximately 11% year-over-year revenue growth. The businesses divested as part of the Company’s portfolio realignment initiatives historically generated proportionally lower commission expense relative to the commission revenue they contributed.
Current report
Salaries and Wages (S&W)
Current report
The decrease in consolidated Salaries and Wages was primarily attributable to lower non-cash share-based compensation expense, as well as the elimination of compensation costs associated with Fortman Insurance Services and Employee Benefits Solutions following their divestiture.
Current report
General and Administrative Expenses (G&A)
Current report
The decline in consolidated General and Administrative expenses was primarily attributable to lower non-cash equity compensation expense for directors, as well as cost efficiencies and reduced operating expenses resulting from the Company’s OneFirm initiative, partially offset by increased Scale51-related costs.
Current report
Marketing and Advertising Expenses (M&A)
Current report
The increase in consolidated Marketing and Advertising expenses reflects the Company’s current marketing strategy and increased investment in growth initiatives.
Showing the first 40 of 55 passages. Open the source sections for the rest.
Removed paragraphs (36)
Previous report
Reliance Global Group, Inc. (the “Company”) operates as a company engaging in business in the insurance market. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies.
Previous report
As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of September 30, 2025, we had acquired nine insurance agencies.
Previous report
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, as well as continuing to grow and execute on our Digital Asset Treasury Initiative, integrating blockchain technology into our long-term capital appreciation model.
Previous report
In addition we plan to continue to expand into the digital asset and blockchain sector hereby building our portfolio comprising of cryptocurrencies, subject to market and other conditions.
Previous report
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. The platform currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.
Previous report
With the acquisition of Barra & Associates, LLC, 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. Through RELI Exchange we on-board agency partners and provide them with 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. Since its inception, RELI Exchange has increased its agent roster by more than 300%.
Previous report
During the third quarter of 2025, the Company’s Board of Directors approved a strategic expansion into the digital asset and blockchain sector. As part of this initiative, the Company initially plans to build a diversified portfolio comprising leading cryptocurrencies, such as Bitcoin, Ethereum, and Solana, to be managed by the Company’s newly formed Crypto Advisory Board (“CAB”), and subject to market and other conditions. This initiative builds on Reliance’s extensive experience at the intersection of insurance, fintech, and artificial intelligence, including the success of the Company’s proprietary RELI Exchange platform. Reliance is additionally exploring opportunities to tokenize insurance-linked assets in ways not previously accessible to institutional and other investors. The Company believes this innovation could open the door to a new investment class that has historically been unavailable, bringing greater transparency, liquidity, and efficiency to the insurance-linked marketplace.
Previous report
We’ve adopted a “OneFirm” strategy, pursuant to which Company 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. 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. 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.
Previous report
Insurance Acquisitions and Strategic Activities
Previous report
Digital Asset Treasury (DAT)
Previous report
On September 9, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets.
Previous report
In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives. The Board appointed Alex Blumenfrucht, an independent director, and Moshe Fishman, a senior vice president of the Company, as the initial members of the CAB.
Previous report
On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement with Mr. Fishman, pursuant to which, solely as directed in writing by the CAB, Mr. Fishman could use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completed opening its institutional cryptocurrency account. From the time of purchase, all right, title and interest in the digital assets belonged exclusively to the Company; the assets were held in Mr. Fishman’s account solely for the Company’s benefit. The Company agreed to reimburse Mr. Fishman for the actual purchase price and reasonable, documented transaction fees, and no compensation was payable to Mr. Fishman for services under the agreement. The agreement provided that all activities would be conducted in compliance with the Company’s Insider Trading Policy and applicable law, and it terminated upon the earlier of (i) completion of the transfer of all such assets to the Company’s institutional account or (ii) October 30, 2025 (unless extended by Audit Committee approval). The agreement terminated in accordance with its terms on October 30, 2025.
Previous report
On September 17, 2025, the Company completed its initial purchase of Ethereum (ETH) under the DAT initiative. On September 29, 2025, the Company completed its first purchase of Bitcoin (BTC), following prior purchases of ETH and Cardano (ADA). On September 30, 2025, the Company completed a purchase of XRP, the native token of the XRP Ledger, as part of the DAT initiative. These digital assets purchased pursuant to the Interim Crypto Purchase Agreement are reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the condensed consolidated statements of operations for the three and nine month periods ended, September 30, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Interim Crypto Purchase Agreement to the Company’s account.
Previous report
Special Cash Dividend
Previous report
On September 26, 2025, the Company’s Board of Directors declared a one-time cash dividend of $0.03 per share on the Company’s outstanding Common Stock, payable to shareholders of record as of October 30, 2025, with payment scheduled for December 2, 2025. As of September 30, 2025, the Company recorded a dividend payable of approximately $373,986, inclusive of approximately $92,000 payable to the Company’s warrant holders entitled to receive dividends for their underlying warrant shares. Subsequent to quarter-end, the Company issued an additional 490,473 shares of Common Stock prior to the record date, which increased the total expected dividend payable to approximately $388,700. The additional shares represent a non-recognized subsequent event under ASC 855, Subsequent Events, and did not affect the amounts recorded as of September 30, 2025.
Previous report
Equity Line of Credit (ELOC)
Previous report
On August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration Rights Agreement (together, the “White Lion Agreements”) with White Lion Capital, LLC (“White Lion”). Under the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $10,000,000 of newly issued shares of the Company’s common stock, par value $0.086 per share, during a commitment period ending no later than December 31, 2027. Each sale is initiated by the Company through a written purchase notice, and the purchase price per share is equal to the lowest traded price of the common stock during a three-hour valuation period following White Lion’s acknowledgment of the notice.
Previous report
The agreement includes customary conditions and limitations, including a cap on the issuance of more than 19.99% of the Company’s outstanding shares as of the execution date (the “Exchange Cap”) unless stockholder approval is obtained or the average price paid for all shares issued equals or exceeds $0.9196, and a 4.99% beneficial-ownership limitation (which may be increased to 9.99% with 61 days’ prior notice). In consideration for White Lion’s commitment, the Company will issue $100,000 of fully earned common stock as commitment shares in two tranches payable during the third and fourth quarters of 2025. The Company has issued the first $50,000 tranche of shares as of September 30, 2025
Previous report
Pursuant to the related Registration Rights Agreement, the Company agreed to file and maintain the effectiveness of a registration statement on Form S-1 covering the resale of the shares issuable under the White Lion Agreements, and the resale registration statement on Form S-1 the Company henceforth filed with the SEC was declared effective, September 4, 2025. Proceeds from sales under the facility, if and when made, may be used for general corporate purposes, including funding operations and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy.
Previous report
Under the ELOC, as of September 30, 2025, the Company had issued 450,000 shares of Common Stock for net proceeds of approximately $350,000, after deducting a one-time documentation fee. Subsequent to quarter-end, the Company issued an additional 300,000 shares of Common Stock for proceeds of approximately $300,000, resulting in a remaining capacity of approximately $9.3 million under the ELOC as of the date of this report.
Previous report
On November 5, 2025, we executed Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC, which adds a Fixed Purchase Notice option. Under this feature, with investor consent, we may sell shares at a Fixed Purchase Price equal to 90% of the lowest traded price during the five-minute window immediately preceding delivery of the notice, up to a 5% ADTV limit per notice (unless waived). Closing and funding occur the next business day following notice consent, against DWAC delivery of the shares. See Item 5 and Exhibit 10.7 for additional information.
Previous report
At-the-Market Offering Program
Previous report
In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement with H.C. Wainwright & Co., LLC, allowing the Company to offer and sell, from time to time through the Sales Agent, shares of its Common Stock having an aggregate offering price of up to $2,026,453 pursuant to its effective shelf registration statement on Form S-3 (File No. 333-275190). In September 2025, the Company filed Amendment No. 1 to the related prospectus supplement to update and refresh the amount of Common Stock then available for sale under the ATM Program to $248,138, consistent with the limitations imposed by General Instruction I.B.6 of Form S-3. During the three and nine months ended September 30, 2025, the Company sold 1,853,048 shares of Common Stock under the ATM Program, of which, 1,785,738 shares were issued as of September 30, 2025 and 67,310 shares were issued October 1, 2025, for net proceeds of approximately $2,021,681, after deducting sales commissions and offering expenses. Subsequent to September 30, 2025, the Company sold an additional 123,163 shares of Common Stock for net proceeds of approximately $119,764, and approximately $360 of Common Stock remained available for issuance thereafter. The Company intends to use any net proceeds from the ATM Program for general corporate purposes.
Previous report
Private Placement
Previous report
On June 18, 2025, the Company entered into a securities purchase agreement (the “Private Placement-2025”) with one institutional buyer for the purchase and sale of, of (i) pre-funded warrants (the “Series J-PF Warrants”) to purchase up to 1,488,096 shares of the Company’s Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Series J Warrants”) to purchase up to 2,976,192 shares of Common Stock at an exercise price of $1.43 per share. The Private Placement-2025 was priced at the market at a combined purchase price per share and accompanying Series J Warrant of $1.68. Additionally, the Company issued a warrant to the Placement Agent (the “Series J PAW’s”), to acquire 104,167 shares of Common Stock at an exercise price of $2.10. The closing of the Private Placement occurred on June 20, 2025. Series J-PF Warrants were fully exercised during the quarter ended September 30, 2025. All Series J-PF Warrants were exercised during the quarter ended September 30, 2025.
Previous report
Fortman Sale
Previous report
On July 7, 2025, the Company, Fortman Insurance Services, LLC, an Ohio limited liability company and wholly owned subsidiary of the Company (the “Seller”, or “Fortman”), and Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Purchaser”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which the Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”) to the Purchaser for aggregate cash consideration of $5,000,000 (the “Transaction”). The Transaction closed on July 7, 2025, and was effective as of 12:01 a.m. Eastern Time on July 1, 2025. The sale did not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. The Company recognized a gain on sale in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, of $3,033,554.
Previous report
The assets sold pursuant to the Asset Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and other tangible and intangible assets used in the Fortman Business, and certain liabilities were assumed by the Purchaser. The Transaction excluded, among other things, Seller’s pre-Effective Date cash and cash equivalents, and other specified excluded assets and liabilities.
Previous report
Oak Street Debt Payments
Previous report
During July 2025, the Company repaid approximately 50%, or $4,997,292 of its Oak Street long-term debt. These pre-payments were funded through proceeds from the asset sale of Fortman and did not incur any pre-payment penalties.
Previous report
Termination of the Spetner Agreement
Previous report
On July 22, 2025, the Company accepted written notice from Spetner Associates, Inc. (“Spetner”), terminating the Stock Exchange Agreement, dated as of May 14, 2024, and as amended on September 6, 2024, October 29, 2024, and February 20, 2025 (collectively, the “Stock Exchange Agreement”). There are no material relationships between the Company and the Spetner Parties other than in respect of the Stock Exchange Agreement.
Previous report
On October 29, 2024, and February 20, 2025, the Company issued 140,064 shares and 157,000 shares of its common stock to the Spetner sellers, representing non-refundable prepayments of approximately $329,430 and $239,425, respectively, as partial consideration for the contemplated acquisition. These were initially recorded by the Company in the prepaid expense and other current assets account on the consolidated balance sheets as of December 31, 2024, and March 31, 2025, respectively. However, pursuant to the termination of the Stock Exchange Agreement, the Company does not expect to recover these shares issued and thus has expensed them to the general and administrative account in the condensed consolidated statements of operations for the period ended, September 30, 2025.
Previous report
During the nine months ended September 30, 2025, the Company raised approximately $4.5 million in aggregate net proceeds through these equity financing programs. This included approximately $2.0 million under the ATM Program, $0.4 million under the ELOC, and $2.1 million from the Private Placement-2025. Subsequent to September 30, 2025, the Company received an additional $0.4 million in proceeds from the sale of Common Stock under the ELOC and ATM Program. These financings, together with the exercises of the Series J-PF Warrants, contributed to an approximate 590% increase in unrestricted cash since fiscal year-end 2024.
Previous report
Under the Private Placement-2025, the Company issued pre-funded warrants (“Series J-PF Warrants”) and accompanying warrants (“Series J Warrants”) to purchase shares of Common Stock. The Series J-PF Warrants were fully exercised during the third quarter of 2025, while the Series J Warrants remain outstanding as of September 30, 2025. As of the date of this filing, approximately $9.3 million of capacity remained available under the ELOC, and the ATM Program had been substantially utilized.
Reworded paragraphs (10)
Previous wording
*This agency was sold by the Company during the third quarter of 2025.
Current wording
*This agency was sold by the Company during the year ended December 31, 2025.
Previous wording
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024
Current wording
Insurance segment comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025
Previous wording
The following table provides a reconciliation from net income (loss) to AEBITDA for the period three and nine months ended September 30, 2025 and September 30, 2024
Current wording
The following table provides a reconciliation from consolidated net loss to consolidated AEBITDA for the three months ended March 31, 2026 and March 31, 2025.
Previous wording
During 2025, the Company further diversified its capital structure through a combination of equity-based financing arrangements, including the Equity Line of Credit (“ELOC”) with White Lion Capital, LLC, the At-the-Market (“ATM”) Program with H.C. Wainwright & Co., LLC, and the Private Placement-2025 completed in June 2025. As discussed under “Recent Developments,” these financing vehicles provide the Company with multiple sources of capital that may be accessed opportunistically and at prevailing market prices while maintaining control over timing and issuance levels.
Current wording
During 2025, the Company further diversified its capital structure through a combination of equity-based financing arrangements, including the Equity Line of Credit (“ELOC”) with White Lion Capital, LLC, the At-the-Market (“ATM”) Program with H.C. Wainwright & Co., LLC, and the Private Placement-2025 completed in June 2025. During the first quarter of 2026 completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. As discussed under “Recent Developments,” these financing vehicles provide the Company with multiple sources of capital that may be accessed opportunistically and at prevailing market prices while maintaining control over timing and issuance levels.
Previous wording
Management intends to use the net proceeds from these financings for general corporate purposes, including working capital, technology development, and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy. Management continues to evaluate additional financing alternatives and believes that the combination of strengthened balance-sheet metrics, flexible equity facilities, and expected operational cash flows provides adequate liquidity to support both near-term needs and long-term strategic growth objectives.
Current wording
Management intends to use the net proceeds from these financings for general corporate purposes, including working capital, technology development, and to advance ongoing Scale51 initiatives. Management continues to evaluate additional financing alternatives and believes that the combination of strengthened balance-sheet metrics, flexible equity facilities, and expected operational cash flows provides adequate liquidity to support both near-term needs and long-term strategic growth objectives.
Previous wording
As of September 30, 2025, we had a combined unrestricted and restricted total cash balance of approximately $3,503,000 and working capital of approximately $1,595,000, compared with a combined unrestricted and restricted total cash balance of approximately $1,798,000 and working capital of approximately $416,000 as of December 31, 2024.
Current wording
As of March 31, 2026, we had a combined unrestricted and restricted total cash balance of approximately $3,235,000 and working capital of approximately $2,604,000, compared with a combined unrestricted and restricted total cash balance of approximately $1,416,000 and working capital of approximately $1,875,000 as of December 31, 2025.
Previous wording
We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the nine months ended September 30, 2025.
Current wording
We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the three months ended March 31, 2026.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $1,469,000, compared to net cash flows used in operating activities of approximately $1,648,000 for the nine months ended September 30, 2024. The cash used includes a net loss of approximately $5,604,000, decreased by approximate non-cash adjustments of $3,408,000 related to depreciation and amortization of approximately $1,020,000, share based compensation of approximately $5,313,000, and amortization of debt costs, non-cash lease expense, and change in fair value of digital assets of approximately $108,000 as well as a net increase in cash due to changes of net working capital items of approximately $727,000.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026, was approximately $571,000, compared to net cash flows provided by operating activities of approximately $198,000 for the three months ended March 31, 2025. The cash used includes a net loss of approximately $1,471,000, increased by approximate non-cash adjustments of $900,000 related to depreciation and amortization of approximately $304,000, share based compensation of approximately $191,000, loss on equity investment of approximately $26,000, and amortization of debt costs, non-cash lease expense, and change in fair value of digital assets of approximately $60,000 as well as a net increase in cash due to changes of net working capital items of approximately $318,000.
Previous wording
During the nine months ended September 30, 2025, cash flows provided by investing activities approximated $4,289,000 compared to cash flows used by investing activities of approximately $58,787 for the nine months ended September 30, 2024. The cash used during the nine months ended September 30, 2025 is primarily related proceeds from the sale of Fortman Insurance Services of approximately $4,447,000, offset by cash used to purchase fixed tangible and intangible assets of approximately $43,000, and investment of digital assets of approximately $115,000.
Current wording
During the three months ended March 31, 2026, cash flows used in investing activities approximated $500,000 compared to cash flows used by investing activities of approximately $15,000 for the three months ended March 31, 2025. The cash used during the three months ended March 31, 2026 is related to the Company’s investment in Enquantum.
Previous wording
During the nine months ended September 30, 2025, approximate cash used in financing activities was $1.1 million, as compared to approximately $1.3 million of cash provided for the nine months ended September 30, 2024. Net cash used in financing activities during the nine months ended September 30, 2025, related to net proceeds received from Private Placement-2025 of approximately $2.1 million, net related party loan payable proceeds of $0.2 million, net ELOC proceeds of approximately $0.3 million and net ATM proceeds of approximately $2.1 million, offset by debt principal, and net short-term financings repayments of approximately $5.8 million.
Current wording
During the three months ended March 31, 2026, approximate cash provided by financing activities was $1.6 million, as compared to approximately $169,000 of cash used for the three months ended March 31, 2025. Net cash provided by financing activities during the three months ended March 31, 2026, related to net proceeds received from the Series K public offering and of common shares and warrants of approximately $2.5 million, and net ATM proceeds of approximately $34,000, offset by debt principal, and net short-term financings repayments of approximately $657,000, payments of loan payable, related parties totaling approximately $215,000, and cash paid for deemed dividends of approximately $131,000.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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. 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.