Reliance Global Group, Inc.

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited condensed consolidated financial statements and notes thereto may have been reclassified to conform to the current period’s presentation.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity

As of March 31, 2026, the Company’s reported cash and restricted cash aggregated balance was approximately $3,235,363, current assets were approximately $4,464,000 and current liabilities were approximately $1,860,000. As of March 31, 2026, the Company had working capital of approximately $2,604,000 and stockholders’ equity of approximately $7,419,000. For the three months ended March 31, 2026, the Company had a loss from operations of approximately $1,240,000, and net loss of approximately $1,471,000.

Although there can be no assurance that debt or equity financing will be available on acceptable terms, or at all, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these unaudited financial statements with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Cash and Restricted Cash

Cash and restricted cash (restricted for debt service coverage) reported on our condensed consolidated balance sheets are reconciled to the total shown on our unaudited condensed consolidated statements of cash flows as follows:

Revenue Recognition

The following table disaggregates the Company’s revenue by line of business, showing commissions earned:

The following are customers representing 10% or more of total revenue:

No other single customer accounted for more than 10% of the Company’s commission revenues during the three months ended March 31, 2026 and 2025. The loss of any significant customer could have a material adverse effect on the Company.

Income Taxes

The Company recordedno income tax expense for the three months ended March 31, 2026 and 2025 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of March 31, 2026 and December 31, 2025, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Equity Method Investment

The Company accounts for investments in entities over which it exercises significant influence but does not control using the equity method of accounting (ASC 323). Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of the investee’s net income or loss, which is presented as a non-operating item in the Company’s consolidated statements of operations. Dividends received reduce the carrying value of the investment. The Company performs a memo purchase price allocation at the date of each investment to identify basis differences between the cost allocated to the investee’s assets and liabilities and the investee’s carrying values of those assets and liabilities. Indefinite-lived basis differences are not amortized until the related activities are complete or abandoned; definite-lived basis differences are amortized over the useful life of the underlying asset. The Company assesses its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company translates the financial statements of its equity method investee whose functional currency is not the U.S. dollar using the current rate method; resulting translation adjustments when material are recorded in other comprehensive income.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to measure certain digital assets at fair value each reporting period, with changes in fair value recognized in net income, and to provide specific quantitative and qualitative disclosures regarding such holdings. The Company adopted ASU 2023-08 effective July 1, 2025, using the modified retrospective transition method. Since the Company did not hold any digital assets prior to adoption, there were no cumulative-effect adjustments to retained earnings and no retrospective impacts.

In August 2025, the FASB issued ASU 2025-05,Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies certain aspects of applying ASC 326,Financial Instruments—Credit Losses, to current accounts receivable and contract assets arising from transactions accounted for under ASC 606,Revenue from Contracts with Customers. The ASU permits entities to apply a practical expedient when estimating expected credit losses for certain short-term receivables and contract assets. The Company adopted ASU 2025-05 during the quarter ended March 31, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

We do not expect any other recently issued accounting pronouncements to have a material effect on our financial statements not already disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

NOTE 2. INVESTMENT IN ENQUANTUM

In January 2026, the Company advanced a $166,000 secured bridge loan to Enquantum Ltd. (“Enquantum”), an Israeli quantum encryption technology company. The bridge loan converted into equity on February 19, 2026 in connection with the initial closing under a Share Purchase Agreement (“SPA”) entered into on February 5, 2026, pursuant to which the Company may acquire up to 51% of Enquantum’s fully diluted ordinary shares for aggregate consideration of approximately $2.1 million payable in milestone-based tranches. During the three months ended March 31, 2026, the Company funded an aggregate of approximately $500,000, including the converted bridge loan, and acquired 51,012 ordinary shares of Enquantum, representing approximately 23.8% of Enquantum’s issued and outstanding shares (approximately 12% assuming full dilution contemplated under the SPA). The Company holds two board-designated seats on Enquantum’s five-member board of directors and accounts for the investment under the equity method of accounting pursuant to ASC 323 due to its ability to exercise significant influence over Enquantum’s financial and operating policies.

As of March 31, 2026, the carrying value of the investment was approximately $474,000, after recognizing approximately $26,000 of equity method losses during the quarter, which were recorded within loss from equity method investment in the Company’s condensed consolidated statements of operations.

The Company determined that the investment did not constitute a business acquisition under ASC 805, as substantially all of the fair value of Enquantum’s gross assets is concentrated in its quantum encryption intellectual property and in-process research and development (“IPR&D”). In connection with the Company’s equity method accounting analysis under ASC 323, the Company determined that the purchase price exceeded its proportionate share of Enquantum’s underlying net assets by approximately $576,000 at the respective investment dates, primarily due to Enquantum’s accumulated deficit and the value attributed to its intellectual property and IPR&D. This excess basis difference represents an equity method basis adjustment under ASC 323 associated with the Company’s investment in Enquantum and is included within the carrying value of the investment. The amount is not separately presented as an intangible asset on the Company’s condensed consolidated balance sheets and is not currently subject to amortization unless the related research and development activities are completed or abandoned.

As of March 31, 2026, the Company’s remaining unfunded commitment under the SPA was approximately $1.6 million. On April 21, 2026, the Company funded an additional tranche of approximately $167,000, increasing its ownership interest in Enquantum to approximately 29.4% of Enquantum’s issued and outstanding shares (approximately 16% assuming full dilution contemplated under the SPA).

NOTE 3. INTANGIBLE ASSETS

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of March 31, 2026:

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2025:

The following table reflects expected amortization expense as of March 31, 2026, for each of the following five years and thereafter:

NOTE 4. DIGITAL ASSETS

The Company did not own or trade digital assets during the period ended March 31, 2025. The Company did not engage in any purchases or sales of digital assets during the period ended March 31, 2026. The following table summarizes the Company’s digital asset holdings as of March 31, 2026:

NOTE 5. LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-Term Debt

The composition of the long-term debt follow

The following table depicts the maturities of the Company’s outstanding long-term debt.

Short-Term Financings

The Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal installments over a period of twelve months or less and carry interest rates of up to 11% and 12% per annum. As of March 31, 2026, and December 31, 2025, balances outstanding on short-term financings were $10,152 and $59,000 respectively.

NOTE 6. EQUITY

Common Stock

The Company is authorized to issue 2,000,000,000 shares of common stock, $0.086 par value (the “Common Stock”). Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the Company upon liquidation or dissolution.

During the first quarter of 2026, the Company issued 10,000 shares of Common Stock with a value of $15,500 for equity-based compensation under certain disclosed (see Equity-based Compensation) equity-based compensation programs,89,629 shares of common stock shares with a value of $34,080 through its ATM Program, and 10,509,260 shares of common stock with a net value of $2,544,125 in the Series K Public Offering of common shares and warrants.

During the first quarter of 2025 the Company issued 462,659 shares, or $974,985 Common Stock for equity-based compensation,157,000 shares of common stock with a value of $239,425 as an acquisition prepayment, and 105,000 shares of common stock with a value of $141,750 for a service provider prepayment. These prepayments were recorded to the prepaids and other current assets account on the condensed consolidated balance sheets as of March 31, 2025.

As of March 31, 2026, and December 31, 2025, there were 21,253,013 and 10,644,124 shares of common stock outstanding, respectively.

Equity-based Compensation

Pursuant to the April 2025 second amendment to an employment agreement between the Company and an executive, the executive was awarded 40,000 shares of the Company’s Common Stock annually over thefour-year employment term, with each annual tranche vesting equally at 10,000 shares per quarter, pro-rated for any partial periods. The total fair value of the award is approximately $248,000. During the three months ended March 31, 2026,10,000 shares were issued pursuant to the award. As of March 31, 2026, unrecognized compensation expense related to the award was approximately $190,258, which is expected to be recognized through June 2029.

During the first quarter of 2025 certain directors, executives, and employees were granted 999,995 shares of common stock in equity awards with a value of $2,049,675, vesting during the first and third quarters of 2025. As of March 31, 2025,462,605 shares, or $957,785 of these equity awards were vested and 537,390 shares, or $1,091,889 were unvested.

Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 was $15,500 and $974,985, respectively.

At-the-Market Offering Program

During the three months ended March 31, 2026, the Company sold 89,629 shares of Common Stock under the ATM Program for net proceeds of $34,080. As of March 31, 2026, approximately $1,764,443 of Common Stock remained available for issuance under the ATM Program. Subsequent to March 31, 2026, the Company sold an additional 977,550 shares of Common Stock under the ATM Program for net proceeds of approximately $166,246, and approximately $1,588,998 of Common Stock remained available for issuance thereafter.

Series K Public Offering

On January 29, 2026, the Company closed a registered public offering (the “Series K Public Offering”) of 7,407,408 shares of its common stock, which included 188,149 pre-funded warrants issued in lieu of common stock (the “Series K PF Warrants”), together with warrants to purchase up to 14,814,816 shares of common stock (the “Series K Warrants”), at a combined public offering price of $0.27 per share (or $0.269 per Series K PF Warrant). Each share of common stock (or Series K PF Warrant) was issued together with two Series K Warrants, each exercisable for one share of common stock at an exercise price of $0.27 per share and expiring two years from the initial exercise date. The Series K Warrants and Series K PF Warrants were classified as equity instruments. The Series K Public Offering generated gross proceeds of approximately $2.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Series K Public Offering for working capital, merger and acquisition activities, and general corporate purposes.

In connection with the Series K Public Offering, the Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds, a management fee equal to 1.0% of the gross proceeds, and reimbursement of certain expenses. In addition, the Company issued 518,519 placement agent warrants (the “Series K PAWs”), representing 7.0% of the aggregate number of shares of common stock and Series K PF Warrants sold in the offering. The Series K PAWs have an exercise price of $0.3375 per share and expire two years from the initial exercise date.

During the three months ended March 31, 2026, all 188,149 Series K PF Warrants were exercised, and 3,101,853 Series K Warrants were exercised for aggregate proceeds of approximately $837,500. As of March 31, 2026,11,712,963 Series K Warrants and 518,519 Series K PAWs remained outstanding.

Equity Line of Credit (ELOC)

On March 12, 2026, the Company entered into Amendment No. 2 to the Common Stock Purchase Agreement with White Lion Capital, LLC (the “ELOC Agreement”). The amendment extends the term of the facility by modifying the definition of the “Commitment Period” to continue through the earlier of (i) the date on which the investor has purchased shares equal to the full commitment amount under the ELOC Agreement or (ii) December 31, 2028. In addition, the amendment increased the total committed capital available to the Company under the ELOC Agreement (the “Commitment Amount”) to $50,000,000, resulting in remaining capacity of approximately $49.1 million as of March 31, 2026. The Company did not sell any shares under the ELOC during the three months ended March 31, 2026.

On May 6, 2026, the Company’s stockholders approved the issuance of shares of the Company’s common stock in excess of the Exchange Cap under Nasdaq Listing Rule 5635(d) pursuant to the ELOC Agreement. The approval provides the Company with additional flexibility to issue shares under the facility, subject to the terms and conditions of the ELOC Agreement.

NOTE 7. EARNINGS (LOSS) PER SHARE

Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.

If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS.

The following table sets forth the computation of basic and diluted net loss per common share:

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:

NOTE 8. LEASES

Operating lease expense for the three months ended March 31, 2026, and 2025 was $86,496 and $107,665, respectively. As of March 31, 2026, the weighted average remaining lease term and weighted average discount rate for the operating leases were 3.08 years and 8.80%, respectively.

The following table depicts future minimum lease payments for the Company’s operating leases.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordinglyno legal contingencies are accrued as of March 31, 2026, and December 31, 2025. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time has been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

NOTE 10. RELATED PARTY TRANSACTIONS

Americana Credit Agreement and Revolving Note

On March 5, 2025, and as amended on June 24, 2025, the Company and YES Americana Group, LLC (“Americana”) entered into a Revolving Credit Facility Agreement (the “Credit Agreement”) pursuant to which Americana agreed to extend a revolving credit facility of up to $2,000,000 to the Company (the “Facility”).

As of March 31, 2026, the outstanding balance on the Facility was $71,600 presented in the current portion of loans payables, related parties account on the condensed consolidated balance sheets. Related interest expense for the period ended March 31, 2026, was $53 and presented in the interest expense related parties account on the consolidated statements of operations.

The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended March 31, 2026 and December 31, 2025, and the interest expense related parties account for the three month periods ended March 31, 2026 and March 31, 2025, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively:

Settlement Agreements

Reliance Global Holdings, LLC (“RGH”), an affiliate of the Company, was previously party to certain guarantees related to historical stock purchase transactions involving the Company’s common stock. In March 2026, the Company entered into two separate full and final release and settlement agreements (collectively, the “Settlement Agreements”) with third parties relating to such transactions and the related guarantees issued by RGH. Under the terms of the Settlement Agreements, the Company agreed to pay aggregate cash consideration of approximately $130,910, consisting of approximately $90,560 pursuant to a settlement agreement entered into on March 13, 2026, and approximately $40,350 pursuant to a settlement agreement entered into on March 11, 2026. Upon payment, the settlement amounts represented full and final satisfaction of all claims and obligations arising from the underlying stock purchase transactions and related guarantees, and the parties exchanged mutual releases. All prior obligations related to these matters were terminated. The Company’s independent directors approved the Settlement Agreements and related payments, determining that resolution of these matters was in the best interests of the Company.

NOTE 11. SEGMENT REPORTING

Description of Reportable Segments

The Company operatestwo reportable segments based on the manner in which the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, evaluates performance and allocates resources:

The CODM reviews discrete financial information for each segment, including revenue (where applicable), operating expenses, and segment net income (loss), in order to assess performance and allocate resources.

During the three months ended March 31, 2026, the Company began separately reviewing the operating results of its Strategic Ventures activities. As a result, management determined that these activities constitute a separate operating and reportable segment under ASC 280, Segment Reporting. Prior period comparative information has been retrospectively recast to conform to the current period segment presentation. Prior to January 2026, the Company operated as a single reportable segment. Accordingly, all prior period activity has been allocated to the Insurance segment, and the Strategic Ventures segment reflects no activity for prior periods presented.

Segment profit or loss is measured based on segment net income (loss), which reflects segment-level operating results before unallocated corporate overhead expenses. Corporate overhead includes cash and non-cash executive compensation, public company costs, professional fees, SEC reporting costs, and other corporate expenses not allocated to the segments, as these amounts are not regularly reviewed by the CODM in evaluating segment performance.

The significant expense categories regularly provided to the CODM and included in segment net income (loss) include:

The Company does not report segment assets, as such information is not regularly reviewed by the CODM for purposes of assessing performance or allocating resources.

The following tables present financial information for the Company’s reportable segments:

Reconciliation of total segment revenue and net income to consolidated results:

NOTE 12. SUBSEQUENT EVENTS

LGG and Innervate Transactions

In April 2026, the Company formed LifeSci Global Group LLC (“LGG”), a Delaware limited liability company, to pursue investments in healthcare-related companies. The Company holds approximately 51% of LGG’s membership interests, with the remaining interests held by LifeSci Management Group LLC (“Management Group”), an entity owned by certain members of the Company’s management and board of directors.

In connection with the formation of LGG, the Company, through its wholly owned subsidiary EZRA International Group, LLC, entered into a promissory note with LGG providing for borrowings of up to $2.0 million, bearing interest at 7% per annum and maturing on April 29, 2031. As of April 30, 2026, $500,000 had been advanced under the note.

On April 30, 2026, LGG entered into agreements to invest approximately $2.0 million in Innervate Radiopharmaceuticals LLC (“Innervate”), an early-stage life sciences company, in exchange for a minority equity interest and certain additional rights.

The formation of LGG, the related financing arrangements, and the Innervate investment constitute related party transactions, as certain members of the Company’s management and board of directors hold ownership interests in Management Group and one director serves as the chief executive officer of Innervate. The transactions were reviewed and approved by the independent and disinterested members of the Company’s Board of Directors.

Reverse Stock Split

On May 7, 2026, the Company’s Board of Directors approved a 1-for-40 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, as well as a corresponding proportional reduction in the number of authorized shares of common stock. The Reverse Stock Split will be effected pursuant to an amendment to the Company’s Articles of Incorporation expected to be filed with the Florida Division of Corporations on May 7, 2026.

The Reverse Stock Split is expected to become effective for trading purposes on The Nasdaq Capital Market on May 19, 2026. At the effective time, each 40 shares of the Company’s issued and outstanding common stock would be automatically combined into one share of common stock, without any change in par value per share. The total number of authorized shares of common stock was proportionately reduced in accordance with the 1-for-40 ratio. Fractional shares resulting from the Reverse Stock Split were treated in accordance with the terms approved by the Company’s Board of Directors.

The Reverse Stock Split was implemented for the purpose of increasing the per share trading price of the Company’s common stock and enabling the Company 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, the Company will begin the process of satisfying the requirement to maintain a minimum closing bid price of at least $1.00 per share for ten consecutive trading days.

As of the date of this filing, the Reverse Stock Split had not yet become effective. Accordingly, all share and per share amounts presented in these condensed consolidated financial statements and related notes have not been retroactively adjusted to reflect the Reverse Stock Split.

Discontinuation of Scentech Transaction

Subsequent to March 31, 2026, the Company determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. (“Scentech”). Although the Company and Scentech had been negotiating definitive transaction documents, no definitive agreement was executed and the parties did not reach final terms. The Company has discontinued discussions with Scentech and does not intend to pursue the transaction. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of the Scentech transaction. The Company's previously announced acquisition and investment activities relating to Enquantum Ltd. and LifeSci Global Group LLC are unaffected.

Amendment to 2025 Equity Incentive Plan

On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock authorized for issuance under the 2025 Plan 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.