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Reliance Global Group, Inc.

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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About this filing

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.

Jun 30, 2026 · Filed Jul 30, 2026

EZRA$2.11+2.4%Stored close · as of Nov 6, 2026
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Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

June 30,December 31,
20262025
(Unaudited)
Assets
Current assets:
Cash$843,513$1,315,634
Restricted cash963,8601,415,725
Accounts receivable745,198746,275
Accounts receivable, related parties30,4533,530
Other receivables15,03223,526
Prepaid expense and other current assets566,503766,985
Total current assets3,164,5594,271,675
Property and equipment, net69,13277,196
Right-of-use assets762,097897,610
Equity Investments1,213,771-
Intangibles, net2,856,5633,387,980
Goodwill4,786,5554,786,555
Digital assets, fair value-108,913
Other non-current assets18,49218,492
Total assets$12,871,169$13,548,421
Liabilities and Equity
Current liabilities:
Accounts payable and other accrued liabilities$894,558$653,293
Short-term financing agreements106,15358,942
Current portion of loans payables, related parties-286,546
Other payables59,95783,263
Current portion of long-term debt595,6761,038,294
Operating lease liability, current portion279,520276,470
Total current liabilities1,935,8642,396,808
Long term debt, less current portion3,768,3474,062,972
Operating lease liability, less current portion519,708661,211
Total liabilities6,223,9197,120,991
Stockholders’ equity:
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively--
Common stock, $0.086 par value; 50,000,000 shares authorized and 820,948 and 266,103 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively70,60222,885
Additional paid-in capital65,103,40461,465,850
Accumulated deficit(58,523,843)(55,061,305)
Total Reliance Global Group, Inc. stockholders’ equity6,650,1636,427,430
Noncontrolling interest(2,913)-
Total stockholders’ equity6,647,2506,427,430
Total liabilities and stockholders’ equity$12,871,169$13,548,421

Condensed Consolidated Statements of Operations

Three Months EndedSix Months Ended
June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Revenue:
Commission income$2,110,815$3,086,677$5,937,6077,322,897
Total revenue2,110,8153,086,6775,937,6077,322,897
Operating expenses:
Commission expense826,991988,7742,408,8082,458,202
Salaries and wages1,567,0402,563,5193,180,1514,793,357
General and administrative expenses1,157,6491,492,8392,514,2303,009,067
Marketing and advertising expenses130,37067,207341,018134,483
Depreciation and amortization252,976346,151557,420706,746
Total operating expenses3,935,0265,458,4909,001,62711,101,855
Loss from operations(1,824,211)(2,371,813)(3,064,020)(3,778,958)
Other income (expense):
Interest expense(124,659)(297,642)(251,045)(598,124)
Interest (expense) related parties-(21,346)-(46,106)
Other income (expense), net(16,266)(20,100)(39,266)(24,598)
Loss from equity method investment(94,354)-(120,384)-
Realized and unrealized gains on digital assets, net65,206-9,263-
Total other (expense) income(170,073)(339,088)(401,432)(668,828)
Net loss(1,994,284)(2,710,901)(3,465,452)(4,447,786)
Less: Net loss attributable to noncontrolling interests(2,913)-(2,913)-
Net loss attributable to Reliance Global Group, Inc.$(1,991,371)$(2,710,901)$(3,462,539)$(4,447,786)
Basic and diluted loss per share$(3.26)$(33.90)(6.93)$(61.20)
Weighted average number of shares outstanding–basic and diluted610,28979,962518,25772,680

Condensed Consolidated Statements of Stockholders’ Equity

Common Stock
Shares · Amount · Additional Paid-in Capital · Accumulated Deficit · Total Reliance Global Group, Inc. Stockholders’ Equity · Noncontrolling Interest · Total Equity
Balance December 31, 2025 (Audited)266,103$22,885$61,465,850$(55,061,305)$6,427,430$-$6,427,430
Common share-based compensation2502215,478-15,500-15,500
Common shares issued for ATM share sales2,24119433,886-34,080-34,080
Common shares and warrants issued for a public offering262,73222,5952,521,530-2,544,125-2,544,125
Deemed dividend-(130,910)(130,910)-(130,910)
Net loss---(1,471,167)(1,471,167)-(1,471,167)
Balance, March 31, 2026531,325$45,696$63,905,834$(56,532,472)$7,419,058$-$7,419,058
Common share-based compensation250$21$15,597$-$15,618$-$15,618
Additional public offering costs--(17,825)-(17,825)-(17,825)
Common shares issued for reverse stock split round up48041(41)----
Common shares issued for services9,156787129,956-130,743-130,743
Common shares issued pursuant to sales on an Equity Line of Credit3,00025811,109-11,367-11,367
Common shares issued for ATM share sales276,73723,7991,058,774-1,082,573-1,082,573
Net loss---(1,991,371)(1,991,371)(2,913)(1,994,284)
Balance, June 30, 2026820,948$70,602$65,103,404$(58,523,843)$6,650,163$(2,913)$6,647,250
Common Stock · Additional Paid-in · Accumulated · Total Reliance Global Group, Inc. Stockholders’ · Noncontrolling
Shares · Amount · Capital · Deficit · Equity · Interest · Total
Balance December 31, 2024 (Audited)56,255$4,838$50,877,307$(48,073,549)$2,997,242$-$2,997,242
Common share-based compensation11,566995973,990-974,985-974,985
Common shares issued for services2,625226141,524-141,750-141,750
Common shares issued for acquisition purchase price prepayment3,925338239,087-239,425-239,425
Net loss-$-$-$(1,736,882)$(1,736,882)$-$(1,736,882)
Balance, March 31, 202574,372$6,397$52,231,908$(49,810,431)$2,616,520$-$2,616,520
Common share-based compensation1$-$877,368$-$877,368$-$877,368
Common shares issued for services3,099267149,733-150,000-150,000
Common shares issued for private placement--2,148,631-2,148,631-2,148,631
Net loss--(2,710,901)(2,710,901)-(2,710,901)
Balance, June 30, 202577,472$6,664$55,407,640$(52,521,332)$3,081,618$-$3,081,618

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(3,465,452)$(4,447,786)
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation and amortization557,420706,746
Amortization of debt issuance costs and accretion of debt discount5,3569,991
Non-cash lease expense(2,940)2,646
Equity based compensation expense31,1181,852,353
Equity based payments to third parties370,776652,189
Loss on equity method investment120,384-
Realized gain on digital assets, net(9,263)
Change in operating assets and liabilities:
Accounts receivable1,077509,750
Accounts receivable, related parties(26,923)17
Other receivables8,494(14,705)
Prepaid expense and other current assets(39,551)(40,537)
Accounts payables and other accrued liabilities241,256113,597
Other payables(23,305)1,058
Net cash used in continuing operating activities(2,231,553)(654,681)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(4,434)(9,540)
Purchase of intangibles(13,506)(17,597)
Sale of digital assets118,176-
Investments in equity investments(1,334,155)-
Net cash used in investing activities(1,233,919)(27,137)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt(742,599)(768,000)
Proceeds from short term financings149,934150,000
Principal repayments of short term financings(102,723)(102,618)
Proceeds from loans payable, related parties-1,142,166
Payments of loans payable, related parties(286,536)(310,844)
Series J Private Placement-2,148,631
Proceeds from common shares issued through an at the market offering1,116,653-
Proceeds from common shares issued through a public offering2,526,300-
Proceeds from common shares issued through an Equity Line of Credit11,367-
Cash paid for deemed dividends(130,910)-
Net cash provided by continuing financing activities2,541,4862,259,335
Net (decrease) increase in cash and restricted cash(923,986)1,577,517
Cash and restricted cash at beginning of period2,731,3591,797,694
Cash and restricted cash at end of period$1,807,373$3,375,211

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 and majority owned subsidiaries. During the second quarter of 2026, the Company formed LifeSci Global Group LLC (“LGG”), of which the Company owns 51% through its wholly owned subsidiary EZRA International Group, LLC (“EIG”). LGG is consolidated as a majority-owned subsidiary, and the equity interest not attributable to the Company is presented as a noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity

As of June 30, 2026, the Company’s reported cash and restricted cash aggregated balance was approximately $1,807,000, current assets were approximately $3,165,000 and current liabilities were approximately $1,936,000. As of June 30, 2026, the Company had working capital of approximately $1,229,000 and stockholders’ equity of approximately $6,647,000. For the six months ended June 30, 2026, the Company had a loss from operations of approximately $3,064,000, and net loss of approximately $3,465,000.

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) on our unaudited condensed consolidated statements of cash flows consists of the following:

June 30, 2026June 30, 2025
Cash$843,513$1,957,000
Restricted cash963,8601,418,211
Total cash and restricted cash$1,807,373$3,375,211

Equity Investments

Equity investments in entities over which the Company does not exercise control or significant influence, and for which there is no readily determinable fair value, are accounted for under the measurement alternative in ASC 321,Investments—Equity Securities. Under this alternative, such investments are carried at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company evaluates such investments for impairment at each reporting period based on qualitative and quantitative factors, including the investee’s financial condition, operating results, and near-term business prospects.

Equity Method Investments

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 unaudited condensed 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.

Revenue Recognition

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

Period Ended June 30, 2024MedicalLifeProperty and CasualtyTotal
Three months ended June 30, 2026$1,370,207$15,425$725,183$2,110,815
Three months ended June 30, 2025$2,191,694$27,783$867,200$3,086,677
Six months ended June 30, 2026$4,343,186$31,691$1,562,730$5,937,607
Six months ended June 30, 2025$5,475,140$64,730$1,783,027$7,322,897

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

Three Months Ended June 30,
Insurance Carrier20262025
Priority Health17%19%
BlueCross BlueShield17%13%
Six Months Ended June 30,
Insurance Carrier20262025
Priority Health40%32%
BlueCross BlueShield14%15%

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 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 and six months ended June 30, 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 June 30, 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.

Noncontrolling Interests

Noncontrolling interests represent the portion of equity in a consolidated subsidiary that is not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of stockholders’ equity in the unaudited condensed consolidated balance sheets. Net income or loss is attributed to the Company and to the noncontrolling interest in proportion to their respective ownership interests, and losses are attributed to the noncontrolling interest even if doing so results in a deficit noncontrolling interest balance.

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 June 30, 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. Equity Investments

The Company had no equity investments as of December 31, 2025. The Company’s equity investments as of June 30, 2026 consist of the following:

Investment in: · Accounting Method · Ownership % · Carrying Value
EnquantumEquity method investment (ASC 323)34.24%$713,771
InnervateEquity investment (ASC 321)0.55%500,000
Total equity investments$1,213,771

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 six months ended June 30, 2026, the Company funded an aggregate of approximately $834,000, including the converted bridge loan, and acquired 85,088 ordinary shares of Enquantum, representing approximately 34% of Enquantum’s issued and outstanding shares. 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. Funding of the remaining aggregate consideration balance is at the Company’s discretion, and no liability has been recorded for the unfunded portion, which was approximately $1.3 million as of June 30, 2026.

As of June 30, 2026, the carrying value of the investment was approximately $714,000, after recognizing approximately $94,000 and $120,000 of equity method losses during the three and six months ended June 30, 2026, respectively, which were recorded within loss from equity method investment in the Company’s unaudited 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 $910,000 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 unaudited condensed consolidated balance sheets and is not currently subject to amortization unless the related research and development activities are completed or abandoned.

In April 2026, the Company formed LifeSci Global Group LLC, a Delaware limited liability company, to pursue investments in healthcare and life sciences companies. The Company holds approximately 51% of LGG’s membership interests through its wholly owned subsidiary EZRA International Group, LLC, and LifeSci Management Group LLC (“Management Group”), an entity owned by certain members of the Company’s management and Board of Directors, holds the remaining approximately 49%. LGG is consolidated as a majority-owned subsidiary of the Company, and the interest held by Management Group is presented as a noncontrolling interest in the unaudited condensed consolidated financial statements.

In connection with the formation of LGG, EIG entered into a promissory note with LGG (the “LGG Note”) providing for advances of up to $2.0 million to fund LGG’s investment activities. The LGG Note bears interest at 7% per annum, compounded annually, and matures on April 29, 2031. As of June 30, 2026, $500,000 had been advanced under the LGG Note. The LGG Note and the related interest eliminate in consolidation and had no effect on consolidated net loss; however, the interest expense recognized at the LGG level is reflected in the allocation of net loss to the noncontrolling interest.

On April 30, 2026, LGG entered into a subscription agreement to acquire a minority equity interest in Innervate Radiopharmaceuticals LLC (“Innervate”), an early-stage life sciences company developing radiopharmaceutical product candidates, for aggregate consideration of up to approximately $2.0 million, payable in tranches. As of June 30, 2026, LGG had funded $500,000 and held 105,263 units of Innervate, representing an ownership interest of approximately 0.55% on an as-issued basis. Subsequent to June 30, 2026, LGG funded an additional installment of $150,000 in July 2026, increasing its holdings to 136,842 units and 68,421 warrants. Funding of the remaining installments is at LGG’s discretion, and no liability has been recorded for the unfunded portion, which was approximately $1.5 million as of June 30, 2026.

The Company, through LGG, does not exercise control or significant influence over Innervate, and there is no readily determinable fair value for the investment. Accordingly, the investment is accounted for as an equity investment under the measurement alternative in ASC 321,Investments—Equity Securities, and is carried at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. As of June 30, 2026, no impairment losses or observable price adjustments had been recognized, and the carrying value of the investment was $500,000, presented within equity investments in the unaudited condensed consolidated balance sheets.

In connection with the investment, LGG receives warrants to purchase additional units of Innervate at a ratio of one warrant for every two units purchased, at an exercise price of $4.75 per unit and exercisable through October 31, 2029. As of June 30, 2026, LGG had acquired 52,631 warrants in connection with the units funded to date. LGG is also entitled to certain preferential payment rights providing for a return of its subscription price prior to ordinary distributions to other members of Innervate. No value has been separately ascribed to the warrants or preferential payment rights as of June 30, 2026.

The formation of LGG, the LGG Note, and the investment in Innervate constitute related party transactions. Certain members of the Company’s management and Board of Directors hold ownership interests in Management Group, and one member of the Company’s Board of Directors serves as the chief executive officer of Innervate. These transactions were reviewed and approved by the independent and disinterested members of the Company’s Board of Directors.

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 June 30, 2026:

Weighted Average Remaining Amortization Period (Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trade name and trademarks0.1$1,479,028$(1,475,591)$3,437
Internally developed software0.81,774,110(1,482,566)291,544
Customer relationships4.05,384,560(2,822,978)2,561,582
Total$8,637,698$(5,781,135)$2,856,563

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:

Weighted Average Remaining Amortization period (Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trade name and trademarks0.3$1,479,027$(1,427,398)$51,629
Internally developed software1.31,760,605(1,305,944)454,661
Customer relationships4.25,384,560(2,557,337)2,827,223
Non-competition agreements0.32,661,150(2,606,683)54,467
Total$11,285,342$(7,897,362)$3,387,980

The following table reflects expected amortization expense as of June 30, 2026, for each of the following five years and thereafter:

Years Ending December 31,Amortization Expense
2026$417,945
2027629,952
2028548,555
2029469,221
2030378,897
Thereafter411,993
Total$2,856,563

NOTE 4. DIGITAL ASSETS

The Company held no digital assets as of June 30, 2026. The following table summarizes the Company’s digital asset holdings as of December 31, 2025:

Digital AssetHoldingsCost BasisFair ValueHierarchy
ZEC213.140310$117,811$108,913Level 1

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

Long-Term Debt

The composition of the long-term debt follow

June 30, 2026December 31, 2025
Oak Street Funding LLC Term Loan for the acquisition of Barra & Associates, LLC, variable interest of prime rate plus 2.5%, maturing May 2032, net of deferred financing costs of $123,198 and $133,909 as of June 30, 2026, and December 31, 2025, respectively4,364,0235,101,266
Less: current portion(595,676)(1,038,294)
Long-term debt$3,768,347$4,062,972

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

Years Ending December 31,Maturities of Long-Term Debt
2026$290,338
2027624,240
2028684,412
2029752,386
2030826,062
Thereafter1,309,783
Total4,487,221
Less: debt issuance costs(123,198)
Total$4,364,023

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 12% per annum. As of June 30, 2026, and December 31, 2025, balances outstanding on short-term financings were approximately $106,000 and $59,000 respectively.

NOTE 6. EQUITY

Common Stock

The Company is authorized to issue 50,000,000 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.

On May 18, 2026, the Company effectuated a 1-for-40 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split-2026”). The par value remained unchanged following the Reverse Split-2026. All share and per share information as well as common stock and additional paid-in capital have been retrospectively adjusted to reflect the Reverse Split-2026 for all periods presented, unless otherwise indicated. The Reverse Split-2026 resulted in a rounding addition of approximately 480 shares valued at par.

During the first quarter of 2026, the Company issued 250 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,2,241 shares of common stock shares with a net value of $34,080 through its ATM Program, and 262,732 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 second quarter of 2026, the Company issued 250 shares of Common Stock with a value of $15,618 for equity-based compensation under certain disclosed equity-based compensation programs,480 shares of common stock with a value of $0 in connection with the rounding of fractional shares resulting from the reverse stock split,9,156 shares of common stock with a value of $130,743 for services rendered,3,000 shares of common stock with a value of $11,367 under its Equity Line of Credit, and 276,737 shares of common stock with a value of $1,082,573 through its ATM Program. Additionally, the Company recorded a charge of $17,825 to additional paid-in capital related to second quarter offering costs associated with the Series K Public Offering of common shares and warrants.

As of June 30, 2026, and December 31, 2025, there were 820,948 and 266,103 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 1,000 shares of the Company’s Common Stock annually over thefour-year employment term, with each annual tranche vesting equally at 250 shares per quarter, pro-rated for any partial periods. The total fair value of the award is approximately $248,000. During the three and six months ended June 30, 2026,250 and 500 shares were issued pursuant to the award. As of June 30, 2026, unrecognized compensation expense related to the award was approximately $174,758, which is expected to be recognized through June 2029. For the three and six month periods ended, June 30, 2025, compensation expense on this grant was $7,253.

Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended June 30, 2026, and 2025 was $15,600 and $877,368, respectively, and for the six months ended June 30, 2026 and 2025; $31,000 and $1,852,353, respectively.

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 350,000 shares, from 50,000 shares to 400,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders.

On June 24, 2026, the Compensation Committee approved 285,931 equity awards of restricted shares of Common Stock with a value of $987,892 under the Company’s 2025 Equity Incentive Plan (the “June 2026 Grant”) to certain directors, officers, and employees. The shares vest in tranches between July 1, 2026 and July 27, 2026, and the cost will be amortized over the applicable vesting periods, with no equity-based compensation expense recognized for the three and six month periods ended June 30, 2026. As of June 30, 2026, no shares had vested or been issued under the June 2026 Grant.

Following the June 2026 Grant, and after giving effect to the reverse stock split effective May 18, 2026, there remained 1,792 shares available for issuance under the Company’s 2025 Equity Incentive Plan.

At-the-Market Offering Program

During the six months ended June 30, 2026, the Company sold 278,978 shares of Common Stock under the ATM Program for net proceeds of approximately $1,117,000. As of June 30, 2026, approximately $632,000 of Common Stock remained available for issuance under the ATM Program. Subsequent to June 30, 2026, the Company sold an additional 74,251 shares of Common Stock under the ATM Program for net proceeds of approximately $167,000, and approximately $456,000 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 185,185 shares of its common stock, which included 4,704 pre-funded warrants issued in lieu of common stock (the “Series K PF Warrants”), together with warrants to purchase up to 370,370 shares of common stock (the “Series K Warrants”), at a combined public offering price of $10.80 per share (or $10.76 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 $10.80 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 12,963 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 $13.50 per share and expire two years from the initial exercise date.

During the six months ended June 30, 2026, all 4,704 Series K PF Warrants were exercised, and 77,546 Series K Warrants were exercised for aggregate proceeds of approximately $837,500. As of June 30, 2026,292,824 Series K Warrants and 12,963 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. During the six months ended June 30, 2026, the Company sold 3,000 shares under the ELOC Agreement for net proceeds of $11,367. As of June 30, 2026, remaining capacity under the facility was approximately $49.1 million.

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:

Three Months EndedThree Months Ended
June 30, 2026June 30, 2025
Net loss attributable to Reliance Global Group, Inc.$(1,991,371)$(2,710,901)
Less: deemed dividend adjustment--
Net loss, numerator, basic computation(1,991,371)(2,710,901)
Net loss, numerator, dilutive computation$(1,991,371)$(2,710,901)
Weighted average common shares, basic610,28979,962
Weighted average common shares, dilutive610,28979,962
Loss per common share – basic$(3.26)$(33.90)
Loss per common share – diluted$(3.26)$(33.90)
Six Months EndedSix Months Ended
June 30, 2026June 30, 2025
Net loss attributable to Reliance Global Group, Inc.$(3,462,539)$(4,447,786)
Less: deemed dividend adjustment(130,910)-
Net loss, numerator, basic computation(3,593,449)(4,447,786)
Net loss, numerator, dilutive computation$(3,593,449)$(4,447,786)
Weighted average common shares, basic518,25772,680
Weighted average common shares, dilutive518,25772,680
Loss per common share – basic$(6.93)$(61.20)
Loss per common share – diluted$(6.93)$(61.20)

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

As of June 30,
20262025
Shares subject to outstanding Series A warrants-166
Shares subject to outstanding PAW’s2424
Shares subject to PA Warrants7777
Shares subject to Outstanding Series J Warrants74,40574,405
Shares subject to Outstanding Series J PAW’s2,6042,604
Shares subject to outstanding Series K Warrants292,824-
Shares subject to outstanding Series K PAWs12,963-
Shares subject to unvested stock awards288,75017,253

NOTE 8. LEASES

Operating lease expense for the three months ended June 30, 2026, and 2025 was $86,796 and $108,697, respectively. Operating lease expense for the six months ended June 30, 2026, and 2025 was $173,292 and $216,362 respectively. As of June 30, 2026, the weighted average remaining lease term and weighted average discount rate for the operating leases were 2.87 years and 8.78%, respectively.

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

Fiscal year ending December 31,Operating Lease Obligations
2026$169,180
2027315,229
2028283,583
2029107,395
203026,347
Thereafter-
Total undiscounted operating lease payments901,734
Less: Imputed interest(102,506)
Present value of operating lease liabilities$799,228

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 June 30, 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, the Company entered into a Revolving Credit Facility Agreement with YES Americana Group, LLC (“Americana”), which was amended on June 24, 2025 (the “Credit Agreement”). Under the Credit Agreement, Americana agreed to provide the Company with a revolving credit facility of up to $2,000,000 (the “Facility”). During the second quarter of 2026, the Company repaid all amounts outstanding under the Facility, and no borrowings remained outstanding as of June 30, 2026. In connection with the repayment, the Company made an overpayment of approximately $28,000, which was recorded as a related-party receivable as of June 30, 2026. Americana refunded the overpayment in full in July 2026.

As of June 30, 2026, there were no outstanding loans payable to related parties, compared to $286,546 as of December 31, 2025. Interest expense on related party loans was $0 and $21,346 for the three months ended June 30, 2026 and 2025, respectively, and $0 and $46,106 for the six months then ended.

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.

During the three months ended June 30, 2026, the Company formed LGG and, through LGG, invested in Innervate. These transactions involve related parties, as certain members of the Company’s management and Board of Directors hold ownership interests in the noncontrolling member of LGG, and one member of the Company’s Board of Directors serves as the chief executive officer of Innervate. For a full description of these related party transactions, including the Company’s ownership interests, the intercompany promissory note, and the investment in Innervate, see Note 2 -Formation of LGG and Investment in Innervate.

NOTE 11. SEGMENT REPORTING

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the performance of the Company’s operations and makes decisions regarding the allocation of resources based on the operating results of the Company’s insurance business.

During the second quarter of 2026, management reassessed the information regularly reviewed by the CODM for purposes of assessing performance and allocating resources. As a result of changes in the Company’s strategic focus and internal reporting, management determined that the Company operates as asingle reportable segment beginning in the second quarter of 2026. Prior period information has been recast to conform to the current period presentation.

Segment profit or loss is measured based on segment net income (loss), which reflects the operating results of the Company’s insurance business. Corporate overhead, and depreciation and amortization are excluded from the measure of segment profit or loss regularly reviewed by the CODM and are presented as reconciling items to consolidated results. Corporate overhead includes cash and non-cash executive compensation, public company costs, professional fees, SEC reporting costs, equity method investment related costs, and other corporate expenses not included in the measure of segment profit or loss reviewed by the CODM.

The CODM regularly reviews commission revenue and the following significant expense categories in evaluating segment performance:

●Commission expense
●Salaries and wages
●General and administrative expenses
●Marketing and advertising
●Interest expense

The Company does not provide the CODM with information regarding segment assets, and accordingly, such information is not regularly reviewed for purposes of assessing performance or allocating resources.

The following tables present financial information for the Company’s reportable segment.

Three Months Ended June 30,
20262025
InsuranceInsurance
Commission income$2,110,815$3,086,677
Total Revenue2,110,8153,086,677
Total operating expenses
Commission expense826,991988,774
Salaries and wages729,6101,199,907
General and administrative expenses244,259345,703
Marketing and advertising4,93017,207
Interest expense119,388292,344
Interest (expense) related parties-21,176
Segment net income$185,636$221,566
Six Months Ended June 30,
20262025
InsuranceInsurance
Commission income$5,937,607$7,322,897
Total Revenue5,937,6077,322,897
Total operating expenses
Commission expense2,408,8082,458,202
Salaries and wages1,524,2612,367,215
General and administrative expenses525,548712,538
Marketing and advertising6,85533,991
Interest expense241,421588,599
Interest (expense) related parties-45,887
Segment net income$1,230,713$1,116,466

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

Three Months EndedThree Months Ended
June 30, 2026June 30, 2025
Total insurance segment revenue$2,110,815$3,086,677
Consolidated revenue2,110,8153,086,677
Total insurance segment net income185,636221,566
Corporate overhead(1,926,944)(2,586,315)
Depreciation and amortization(252,976)(346,151)
Net loss$(1,994,284)$(2,710,901)
Six Months EndedSix Months Ended
June 30, 2026June 30, 2025
Total segment revenue$5,937,607$7,322,897
Consolidated revenue5,937,6077,322,897
Total segment net income1,230,7131,116,466
Corporate overhead(4,138,746)(4,857,506)
Depreciation and amortization(557,420)(706,746)
Net loss$(3,465,452)$(4,447,786)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.