Reliance Global Group, Inc.

Current report

We have received a notice of non-compliance with Nasdaq's minimum bid price requirement, and our failure to regain compliance with Nasdaq's continued listing requirements could result in a delisting of our common stock.

Current report

Our common stock is currently listed on The Nasdaq Capital Market. Nasdaq imposes a number of continued listing requirements on listed issuers, including requirements relating to corporate governance, minimum bid price, public float, minimum stockholders' equity, and the market value of listed securities.

Current report

On December 12, 2025, the Company received a deficiency notice (the “Bid Price Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that, for the prior 30 consecutive business days, the closing bid price for the Company's common stock had been below $1.00 per share, and that the Company was therefore not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Bid Price Notice does not result in the immediate delisting of the Company's common stock from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 10, 2026 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the Initial Compliance Period.

Current report

If the Company does not regain compliance with the Minimum Bid Price Requirement during the Initial Compliance Period, the Company may be eligible for an additional 180-calendar-day compliance period, provided that the Company satisfies Nasdaq's continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market (other than the Minimum Bid Price Requirement) and notifies Nasdaq of its intention to cure the deficiency, including, if necessary, by effecting a reverse stock split. There can be no assurance that the Company will be eligible for, or that Nasdaq will grant, an additional compliance period. If the Company is not granted an additional compliance period, or if it appears to Nasdaq that the Company will not be able to cure the deficiency, Nasdaq will provide notice that the Company's common stock is subject to delisting, in which case the Company would have the right to appeal Nasdaq's determination to a Nasdaq Hearings Panel.

Current report

On May 7, 2026, the Board approved a reverse stock split of the Company's outstanding shares of common stock at a ratio of 1-for-40. The Company intends to effect the reverse stock split with the principal objective of regaining compliance with the Minimum Bid Price Requirement prior to the expiration of the Initial Compliance Period on June 10, 2026. There can be no assurance, however, that the reverse stock split will achieve its intended effect of increasing the market price of our common stock to a level sufficient to satisfy the Minimum Bid Price Requirement, that any such increase will be sustained for the required ten consecutive business days during the Initial Compliance Period, or that the Company will otherwise regain or maintain compliance with the Minimum Bid Price Requirement or any other Nasdaq continued listing requirement. Even if the reverse stock split causes the closing bid price of our common stock to exceed $1.00 per share initially, the price may decline thereafter as a result of, among other factors, the dilutive effect of future financings, market reaction to the reverse stock split, the trading volatility of small-capitalization companies, and broader market conditions, any of which could cause us to fall back out of compliance with the Minimum Bid Price Requirement.

Current report

In addition to the Minimum Bid Price Requirement, Nasdaq's continued listing standards include requirements that we maintain a minimum stockholders' equity of $2.5 million (or alternatively a minimum market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years), minimum public float, and corporate governance standards including with respect to the independence of our directors and the composition of our Board committees. Recent and contemplated changes to the composition of our Board of Directors, including the potential loss of independence of one or more of our directors as a result of our acquisition activities, could affect our compliance with Nasdaq's corporate governance requirements, including the requirement that our audit committee consist of at least three independent directors. We may not satisfy one or more of these continued listing standards in the future, and any failure to do so could result in our receiving additional deficiency notices from Nasdaq and, ultimately, the delisting of our common stock.

Current report

Any perception that we may not comply with Nasdaq's continued listing requirements, the public announcement or receipt of any deficiency notice, 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. A delisting could also 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.

Current report

If our common stock were to be delisted from Nasdaq, trading of our common stock could be conducted in the over-the-counter market, including on the OTC Markets or other quotation systems. Trading in the over-the-counter market is generally characterized by decreased trading volume, greater price volatility, and reduced liquidity compared to trading on a national securities exchange. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for, our common stock. A delisting of our common stock from Nasdaq could also materially adversely affect our ability to raise additional capital (including under our existing at-the-market offering program and our equity line of credit with White Lion Capital, LLC, which require Nasdaq listing), could trigger default or other adverse consequences under our outstanding warrants or other agreements, could result in reduced analyst coverage and investor interest in our securities, could subject our common stock to “penny stock” rules under the Exchange Act, and could negatively impact the perception of our financial condition and prospects. Any of these factors could cause the market price of our common stock to decline and could materially and adversely affect our business, financial condition, and results of operations.

Current report

Our expansion into the technology sector through EZRA International Group and Scale51 represents a new line of business in which we have limited operating experience.

Current report

In January 2026, we launched EZRA International Group and introduced our Scale51 operating model, under which we intend to pursue majority ownership positions in technology-driven businesses. Operating, evaluating, and managing technology-focused businesses requires expertise that differs materially from the expertise required to operate our insurance brokerage and InsurTech businesses, and our management team has limited direct experience operating businesses in many of the technology subsectors we may target, including post-quantum cryptography, cybersecurity, artificial intelligence, and other emerging technology fields. Successful execution of our Scale51 strategy depends on our ability to identify suitable investment opportunities, conduct adequate technical and commercial diligence, negotiate transactions on favorable terms, secure required regulatory and third-party approvals, integrate or oversee acquired or portfolio companies, and recruit and retain personnel with relevant technical expertise. We may be unable to do any of these things effectively. If our Scale51 strategy proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely affected.

Current report

Investments in early-stage technology companies, including Enquantum, are highly speculative and subject to a substantial risk of loss.

Current report

Enquantum is an early-stage company that has generated no revenue, has a shareholders' deficit, has current liabilities in excess of current assets, and is dependent on our continued milestone funding for its operations. Early-stage technology companies are subject to numerous risks, including the lengthy, expensive, and uncertain nature of technology development; the possibility that products or technologies will fail to perform as intended or fail to achieve commercial acceptance; reliance on a small number of key personnel; the need to secure and maintain intellectual property protection; competition from larger and better-capitalized companies and from alternative or substitute technologies; and dependence on additional capital, which may be unavailable on acceptable terms or at all. Many early-stage technology companies fail to achieve commercialization and ultimately cease operations. We may be required to write down or write off all or a substantial portion of our investment in Enquantum, and we may not realize any return on our investment.

Current report

The market for post-quantum cryptography and related technologies is unproven, and Enquantum's products may fail to achieve technical or commercial success.

Current report

Enquantum's business is focused on post-quantum cryptography and related data protection technologies. The market for post-quantum cryptography is at an early and evolving stage, and broader commercial adoption depends on a number of factors outside Enquantum's control, including the timing and pace of the development of cryptographically relevant quantum computers, the publication and adoption of post-quantum cryptographic standards by U.S. and foreign standards-setting bodies (including the National Institute of Standards and Technology), regulatory mandates affecting cryptographic transitions, and customer awareness of and willingness to invest in post-quantum protections. Enquantum's product candidates may fail to satisfy applicable standards, may be technically inferior to competing products or implementations developed by larger or better-resourced competitors, or may be rendered obsolete by alternative technologies or approaches. Even if Enquantum's technology proves technically sound, the market may not develop on the timeline or at the scale that Enquantum and we currently anticipate.

Current report

Enquantum's business is dependent on its ability to obtain, maintain, and enforce intellectual property rights, which is uncertain.

Current report

The value of our investment in Enquantum is substantially dependent on Enquantum's ability to obtain, maintain, defend, and enforce patent, trade secret, and other intellectual property protection for its quantum-encryption technologies, product candidates, and know-how. Enquantum's intellectual property positions involve complex legal, scientific, and factual questions, and we have allocated a substantial portion of the excess of our investment cost over Enquantum's net assets to Enquantum's intellectual property and in-process research and development. Enquantum may be unable to obtain meaningful patent protection in relevant jurisdictions, issued patents may be narrowed, invalidated, or held unenforceable, and competitors may develop products that design around Enquantum's patents. Enquantum may also be subject to claims that its products or technologies infringe third-party intellectual property rights, including from larger competitors with extensive patent portfolios in cryptography and security. Any failure to protect or defend Enquantum's intellectual property could materially adversely affect Enquantum's prospects, the value of our investment, and the recoverability of the basis difference allocated to Enquantum's intellectual property and in-process research and development.

Current report

We may not obtain a controlling interest in Enquantum on the timeline we currently anticipate, or at all.

Current report

We have entered into a Share Purchase Agreement contemplating the acquisition of up to 51% of Enquantum's fully diluted ordinary shares for aggregate consideration of approximately $2.1 million, payable in milestone-based tranches over approximately ten months and including a final control step-up tranche payable in shares of our common stock. Our ability to acquire a controlling interest in Enquantum is subject to satisfaction of specified milestones and other conditions, the continued availability of capital to fund the remaining tranches, the absence of disputes between the parties, and the absence of intervening regulatory or third-party developments. We may be unable to satisfy the conditions to one or more remaining tranches on a timely basis, or at all. Even if we acquire a controlling interest, we will be required to consolidate Enquantum as a majority-owned subsidiary under U.S. generally accepted accounting principles, which would materially change our consolidated financial statements and may introduce volatility into our reported results.

Current report

Our investment in Enquantum requires significant ongoing capital commitments that may exceed currently anticipated amounts.

Current report

Our remaining unfunded commitment under the Enquantum Share Purchase Agreement is approximately $1,458,000 in cash tranches, plus approximately $125,000 payable in shares of our common stock for the final control step-up tranche. Enquantum is dependent on our continued milestone funding for its operations, and Enquantum may require additional capital from us beyond our current commitments to fund its operations, complete development of its product candidates, or achieve commercialization. Any such additional funding requirements could be substantial and may exceed amounts we currently anticipate. We may not have sufficient capital to satisfy these funding needs, and any required external financing may not be available on acceptable terms or at all. To the extent we are unable or unwilling to provide additional funding to Enquantum, the value of our existing investment in Enquantum could be impaired and Enquantum's operations may be curtailed or cease entirely.

Current report

Our investment in Enquantum, an Israeli company, exposes us to cross-border legal, regulatory, geopolitical, and tax risks.

Current report

Enquantum is an Israeli company with operations in Israel. Our investment is therefore subject to a range of cross-border risks that we have not historically faced in our domestic insurance brokerage business, including the application of Israeli corporate, securities, intellectual property, employment, and tax laws and regulations to Enquantum and to our investment; restrictions on the export of cryptographic technology under U.S. and Israeli export control regimes; foreign currency exchange risks; political, economic, and military instability in Israel and the broader region, including ongoing armed conflicts and security risks affecting Israeli operations and personnel; and difficulties in enforcing contractual rights or judgments across jurisdictions. We rely on Israeli counsel and advisors with respect to matters of Israeli law, and our directors, officers, and U.S. counsel may have limited ability to independently evaluate Israeli legal, regulatory, and operational risks. Any of these risks, individually or in the aggregate, could materially adversely affect Enquantum's operations and the value of our investment.

Current report

Our minority position in Enquantum currently limits our ability to control or influence its strategic direction.

Current report

We currently hold a minority equity interest in Enquantum, representing approximately 29.4% of Enquantum's issued and outstanding shares as of April 21, 2026. We hold two of five seats on Enquantum's board of directors, but we do not control Enquantum, and key strategic, operational, financing, and personnel decisions affecting Enquantum may be made without our consent. Enquantum may pursue a strategy with which we disagree, may issue additional equity that dilutes our ownership interest, may enter into transactions on terms that we view as unfavorable, or may experience disputes among its equity holders or management. Until we acquire a controlling interest, our ability to direct Enquantum's affairs to realize our investment objectives will be limited.

Current report

The accounting treatment of our Enquantum investment is complex and subject to revision based on subsequent events.

Current report

We account for our investment in Enquantum under the equity method of accounting, with a substantial portion of our investment cost recognized as an indefinite-lived intangible basis difference allocated to Enquantum's quantum-encryption intellectual property and in-process research and development. Application of the relevant accounting standards to this investment requires significant judgment, and the carrying value of the investment is subject to evaluation for impairment whenever events or circumstances indicate the carrying value may not be recoverable. If we acquire a controlling interest in Enquantum, we will be required to apply business combination accounting under ASC 805, which would require, among other things, the remeasurement of our existing investment at fair value and recognition of any resulting gain or loss, the identification and fair value measurement of acquired assets and assumed liabilities, and the consolidation of Enquantum's operating results and financial position. Changes in our or Enquantum's circumstances, including changes in milestone achievement, financing terms, governance rights, intellectual property positions, or the financial condition of Enquantum, may require us to revise our accounting conclusions, recognize material impairment charges, or restate prior period financial statements.

Current report

Risks Related to Our Life Sciences Investment Strategy and LGG

Current report

Our expansion into the life sciences sector represents a new line of business in which we have limited operating experience.

Current report

Through LGG, we have entered the healthcare and life sciences sector, a field in which we have not previously operated and in which our management team has limited direct operating experience. The life sciences sector is highly specialized and differs materially from the insurance and digital asset businesses that have historically constituted our principal lines of business. Successfully evaluating, executing, and managing investments in healthcare-related companies requires scientific, clinical, regulatory, and commercial expertise that we may not possess internally and that we may be required to obtain through hires, advisors, or third-party consultants, any of which may be costly or unavailable on acceptable terms. Our lack of historical experience in the sector may impair our ability to identify suitable investment opportunities, conduct adequate diligence, anticipate sector-specific risks, or realize the anticipated benefits of our life sciences strategy. If our life sciences strategy proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely affected.

Current report

Investments in early-stage life sciences companies, including Innervate, are highly speculative and subject to a substantial risk of loss.

Current report

LGG's initial investment is in Innervate, an early-stage life sciences company developing radiopharmaceutical product candidates. Early-stage life sciences companies are subject to numerous risks that are unique to the sector, including the lengthy, expensive, and uncertain nature of preclinical and clinical development; the need to obtain regulatory approval from the U.S. Food and Drug Administration and comparable foreign authorities before any product candidate may be commercialized; the possibility that product candidates will fail to demonstrate safety or efficacy at any stage of development; reliance on third-party manufacturers, contract research organizations, and clinical investigators; the need to secure and maintain patent and other intellectual property protection; potential product liability exposure; competition from larger and better-capitalized companies; and dependence on additional capital, which may be unavailable on acceptable terms or at all. Radiopharmaceutical products in particular are subject to specialized regulatory requirements relating to the handling, transportation, manufacture, and administration of radioactive materials. Many early-stage life sciences companies fail to bring any product to market and ultimately cease operations. We may be required to write down or write off all or a substantial portion of our investment in Innervate, and we may not realize any return on our investment.

Current report

LGG is a newly formed entity with no operating history, and we may not realize the anticipated benefits of our life sciences platform strategy.

Current report

LGG was formed in April 2026 and has no operating history. We expect LGG to serve as the platform through which we pursue additional investments in the healthcare and life sciences sector, but there can be no assurance that LGG will identify, complete, or successfully manage future investments, or that any such investments will generate returns. Our ability to deploy capital through LGG is dependent on, among other things, the availability of suitable investment opportunities, our continued willingness and ability to fund LGG, the performance of LGG's portfolio companies, and the cooperation of our minority partner in LGG. The formation of LGG and the establishment of related governance, accounting, and compliance infrastructure may also divert management attention and resources from our other lines of business. If LGG fails to achieve its strategic objectives, we may not recover the capital we have committed to LGG and our financial condition and results of operations could be materially and adversely affected.

Current report

We have committed capital to LGG and may be required to commit additional capital, which may not be available on favorable terms.

Current report

In connection with the formation of LGG, we entered into a promissory note providing for borrowings by LGG of up to $2.0 million, $500,000 of which had been advanced as of April 30, 2026. We may, in the future, be required or elect to provide additional debt or equity financing to LGG to fund follow-on investments in Innervate, to support new investments by LGG, or to fund LGG's operating expenses. Any such additional funding requirements could be substantial and may exceed amounts we currently anticipate. We may not have sufficient capital available to satisfy these funding needs from cash on hand, and any required external financing may not be available on acceptable terms, or at all. To the extent we are unable or unwilling to provide additional funding to LGG, the value of our existing investments in LGG and its portfolio companies could be impaired. Conversely, our funding of LGG may reduce the capital available for our other business lines and strategic priorities.

Current report

Our investment in LGG and Innervate involves significant related party transactions and conflicts of interest.

Current report

LGG is owned approximately 51% by us and approximately 49% by LifeSci Management Group LLC, an entity owned by certain members of our management and Board of Directors. As a result, members of our management and Board of Directors have direct and indirect economic interests in LGG that differ from those of our public stockholders. In addition, one of our directors serves as the chief executive officer of Innervate, the company in which LGG made its initial investment. These overlapping relationships create actual and potential conflicts of interest with respect to, among other matters, the negotiation of the terms of our funding arrangements with LGG, decisions regarding additional capital commitments to LGG, the selection, valuation, and timing of LGG investments, decisions concerning Innervate (including any future financings, strategic transactions, or exits), the allocation of business opportunities between us and LGG, and the management of LGG's portfolio. Although the formation of LGG, the related financing arrangements, and the Innervate investment were reviewed and approved by the independent and disinterested members of our Board of Directors, the existence of these conflicts may result in decisions that are less favorable to us than those that would be made in arm's-length transactions with unrelated third parties, and could expose us to litigation, regulatory scrutiny, or reputational harm. Future related party transactions involving LGG, its minority owner, or its portfolio companies may arise, and we cannot assure you that the procedures we have implemented will be adequate to mitigate the risks associated with such transactions.

Current report

Our minority ownership position in Innervate limits our ability to control or influence its strategic direction.

Current report

LGG holds a minority equity interest in Innervate. Although LGG has obtained certain additional rights in connection with its investment, LGG does not control Innervate, and key strategic, operational, financing, and personnel decisions affecting Innervate may be made without LGG's consent. Innervate may pursue a strategy with which we disagree, may issue additional equity that dilutes LGG's ownership interest, may enter into transactions on terms that we view as unfavorable, or may experience disputes among its equity holders or management. Our director's role as chief executive officer of Innervate does not assure that Innervate's actions will align with our interests, and any decisions made by that director in his capacity as an officer of Innervate are subject to fiduciary duties owed to Innervate and its other equity holders, which may diverge from his duties to us. The illiquid and privately held nature of LGG's investment in Innervate may also make it difficult or impossible for us to exit the investment on a timely basis or at a favorable price.

Current report

Consolidation of LGG, and any future consolidation of Innervate, may introduce volatility and complexity into our financial statements.

Previous report

In addition to the other information set forth in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Recent Developments,” you should carefully consider the following risks related to our digital asset treasury strategy and policy (“Digital Asset Treasury” or “DAT”), which could materially affect our business, financial condition, results of operations, or the market price of our common stock.

Previous report

Our financial results and the market price of our common stock could be affected by the prices and volatility of digital assets.

Previous report

As part of our capital allocation strategy, we invest, or may invest, in digital assets such as Bitcoin, Ethereum, Solana, Cardano, and XRP. The prices of digital assets have historically been subject to extreme volatility and may fluctuate significantly in short periods of time. Under applicable accounting standards, our digital assets are measured at fair value with changes recognized in earnings, which may result in material charges or gains to our results of operations from period to period. Any decrease in the fair value of our digital assets could materially impact our financial results, create significant earnings volatility, and adversely affect the market price of our common stock. In addition, if investors perceive the value of our common stock to be linked to the value of our digital asset holdings, changes in the digital-asset markets may directly influence our stock price.

Previous report

Our digital assets are less liquid than cash and cash equivalents and may not serve as a reliable source of liquidity.

Previous report

Crypto markets have experienced significant volatility, periods of limited liquidity, and trading disruptions. We may not be able to liquidate our digital assets at favorable prices or at all during times of market stress. In addition, assets held with custodians or execution partners may be subject to operational, legal, or credit risks, and these entities do not have the same protections as regulated financial institutions. Insolvency or failure of a custodian or trading counterparty could result in delays or losses in recovering our digital assets. While the Company maintains other sources of liquidity, including an equity line of credit with White Lion Capital, proceeds from such facilities may be used for DAT purchases, which could further concentrate liquidity risk.

Previous report

Our digital asset treasury policy is new and untested.

Previous report

There can be no assurance that our DAT policy will achieve its intended objectives or that our digital-asset acquisition strategy will be successful. The policy may be modified, suspended, or discontinued at any time at the discretion of our Board of Directors. If digital-asset prices decrease or our strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely impacted.

Previous report

We may experience delays in implementing our digital asset treasury policy if we are unable to establish or maintain appropriate custodial arrangements.

Previous report

We intend to hold substantially all digital assets in custody accounts at U.S.-based, institutional-grade custodians. As of the date of this report, our long-term custodial arrangements are in the process of being implemented. Any delay or inability to enter into or maintain custodial arrangements could adversely affect the timing, execution, and security of our DAT strategy.

Previous report

If we were deemed to be an “investment company,” our ability to operate as currently conducted could be materially and adversely affected.

Previous report

Because digital assets are relatively novel and the application of securities laws to them is uncertain, it is possible that regulators could determine that certain digital assets constitute securities. If any of our holdings were deemed investment securities for purposes of the Investment Company Act of 1940, we could become subject to burdensome regulatory restrictions or be required to alter or liquidate our holdings, which could materially adversely affect our operations and financial results.

Previous report

We are not subject to the regulatory framework that governs investment companies or investment advisers.

Previous report

Our digital-asset activities are not regulated as those of mutual funds, exchange-traded funds, or registered investment advisers. As a result, our operations may involve greater volatility, concentration risk, and management discretion than would be permitted under those regimes.

Previous report

We may be subject to additional tax liabilities or regulatory changes affecting digital assets.

Previous report

Future changes in U.S. federal income tax treatment or other regulations applicable to digital-asset activities could adversely affect our tax position or subject us to additional compliance costs, audits, or liabilities.

Previous report

We face operational, technological, and security risks relating to digital-asset custody and transactions.

Previous report

Security breaches, cyberattacks, loss of private keys, network failures, or human error could result in the loss of some or all of our digital assets. Such losses may not be covered by insurance or by the terms of our custodial agreements. The irreversibility of blockchain transactions heightens the risk of permanent loss.

Previous report

Our digital-asset strategy may create complications with third-party service providers.

Previous report

Certain insurance companies, financial institutions, or auditors may decline to transact or contract with companies engaging in digital-asset treasury activities, which could limit our access to services or increase operating costs.

Previous report

Technological and market developments could render certain digital assets obsolete or less valuable.

Previous report

The digital-asset ecosystem is characterized by rapid innovation and competition. The emergence or adoption of alternative protocols, including those backed by private entities or governments (such as central bank digital currencies), could diminish the utility or value of the digital assets we hold, adversely affecting our financial results.