Reliance Global Group, Inc.

Previous wording

In furtherance of this strategy, the Company initiated an investment in Enquantum Ltd., a cybersecurity company focused on post-quantum encryption and data protection technologies, through a $166,000 secured convertible note. In February 2026, the Company entered into a Share Purchase Agreement pursuant to which it agreed, subject to specified milestones and other conditions, to acquire up to a 51% ownership interest in Enquantum for aggregate consideration of approximately $2.1 million, payable in tranches.

Current wording

In the first quarter of 2026, the Company initiated an investment in Enquantum Ltd., a cybersecurity company focused on post-quantum encryption and data protection technologies, through a $166,000 secured convertible note. In February 2026, the Company entered into a Share Purchase Agreement pursuant to which it agreed, subject to specified milestones and other conditions, to acquire up to a 51% ownership interest in Enquantum for aggregate consideration of approximately $2.1 million, payable in tranches.

Previous wording

During February 2026, the Company completed the initial closing under the agreement and acquired an approximate 8% ownership interest on a fully diluted basis through the conversion of the note and a cash investment. Additional tranche-based investments during March and April 2026 increased the Company’s ownership to approximately 16% on a fully diluted basis.

Current wording

During February 2026, the Company completed the initial closing under the agreement and acquired an approximate 8% ownership interest on a fully diluted basis through the conversion of the note and a cash investment. Additional tranche-based investments through June 30, 2026 increased the Company’s ownership to approximately 20% on a fully diluted basis, or approximately 34% of Enquantum’s issued and outstanding shares. During the six months ended June 30, 2026, the Company funded an aggregate of approximately $0.8 million under the agreement.

Previous wording

In April 2026, the Company formed LifeSci Global Group LLC (“LGG”) to pursue investments in healthcare-related companies, with the Company holding a majority ownership interest of approximately 51%. The remaining ownership interest is held by an entity affiliated with certain members of the Company’s management and Board of Directors. In connection with the formation, the Company entered into a financing arrangement with LGG providing for borrowings of up to $2.0 million, of which $0.5 million had been advanced as of April 30, 2026.

Current wording

In April 2026, the Company formed LifeSci Global Group LLC (“LGG”) to pursue investments in healthcare-related companies, with the Company holding a majority ownership interest of approximately 51% through its wholly owned subsidiary EZRA International Group, LLC (“EIG”). The remaining ownership interest is held by an entity affiliated with certain members of the Company’s management and Board of Directors. LGG is consolidated as a majority-owned subsidiary, and the interest not held by the Company is presented as a noncontrolling interest. In connection with the formation, EIG entered into a financing arrangement with LGG providing for borrowings of up to $2.0 million, of which $0.5 million had been advanced as of June 30, 2026 (and $0.65 million had been advanced as of the date of this report). Amounts advanced under this arrangement eliminate in consolidation.

Previous wording

Also in April 2026, LGG entered into an agreement to invest approximately $2.0 million in Innervate Radiopharmaceuticals LLC, an early-stage life sciences company, in exchange for a minority equity interest and certain additional rights. The Company expects LGG to serve as a platform for expanding its presence in the healthcare and life sciences sector.

Current wording

Also in April 2026, LGG entered into an agreement to invest up to 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, including warrants and preferential payment rights. The investment is payable in installments at LGG’s discretion. Using proceeds from the LGG financing arrangement described above, as of June 30, 2026, LGG had funded $0.5 million and as of the date of this report had funded $0.65 million, and held a minority equity interest in Innervate, which is accounted for as an equity investment. The Company expects LGG to serve as a platform for expanding its presence in the healthcare and life sciences sector.

Previous wording

These arrangements involve related parties, as certain members of management and the Board hold ownership interests in the minority member of LGG, and one director is affiliated with Innervate. The transactions were reviewed and approved by the independent members of the Company’s Board of Directors.

Current wording

These arrangements involve related parties, as certain members of management and the Board hold ownership interests in the minority member of LGG, and one director 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.

Previous wording

Subsequent to March 31, 2026, the Company also determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. No definitive agreement was executed, and the parties did not reach final terms. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of those discussions.

Current wording

During the second quarter of 2026, the Company determined not to proceed with its previously disclosed proposed acquisition of an interest in Scentech Medical Ltd. No definitive agreement was executed, and the parties did not reach final terms. The Company has not incurred any termination fees or other material liabilities in connection with the discontinuation of those discussions.

Previous wording

In February 2026, the Company amended its at-the-market (“ATM”) offering program, increasing the aggregate amount of common stock that may be offered and sold from time to time to approximately $1.8 million. The ATM program provides the Company with additional flexibility to access capital as needed, subject to market conditions. Additionally, beginning in the first quarter of 2026 to date, the Company sold shares under its ATM program for combined net proceeds of approximately $214,000, with remaining availability of approximately $1.6 million under the program for future issuances.

Current wording

In February 2026, the Company amended its at-the-market (“ATM”) offering program, increasing the aggregate amount of common stock that may be offered and sold from time to time to approximately $1.8 million. The ATM program provides the Company with additional flexibility to access capital as needed, subject to market conditions. Additionally, beginning in the first quarter of 2026, and through the date of this report, the Company sold shares under its ATM program for combined net proceeds of approximately $1,284,000, with remaining availability of approximately $456,000 under the program for future issuances.

Previous wording

On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” effective at the open of trading on Monday, January 26, 2026. The Company’s common stock will remain listed on the Nasdaq Capital Market and the Company’s CUSIP number will remain unchanged. No action is required by the Company’s stockholders in connection with the ticker symbol change.

Current wording

On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” which took effect at the open of trading on Monday, January 26, 2026. The Company’s common stock remained listed on the Nasdaq Capital Market and the Company’s CUSIP number remained unchanged. No action was required by the Company’s stockholders in connection with the ticker symbol change.

Previous wording

On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 14,000,000 shares, from 2,000,000 shares to 16,000,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders and is intended to support the Company’s ongoing employee, director, consultant, and strategic incentive compensation programs.

Current wording

On May 6, 2026, the Company’s stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 350,000 shares, from 50,000 shares to 400,000 shares. The amendment was approved at the Company’s 2026 Annual Meeting of Stockholders and is intended to support the Company’s ongoing employee, director, consultant, and strategic incentive compensation programs.

Previous wording

On May 7, 2026, our Board of Directors approved a 1-for-40 reverse stock split of our issued and outstanding common stock, as well as a proportional reduction in the number of authorized shares of common stock. The reverse stock split will become effective for trading purposes on May 19, 2026.

Current wording

On May 7, 2026, our Board of Directors approved a 1-for-40 reverse stock split of our issued and outstanding common stock, as well as a proportional reduction in the number of authorized shares of common stock. The reverse stock split became effective for trading purposes on May 18, 2026.

Previous wording

The reverse stock split was undertaken to increase the market price of our common stock and to enable us to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Following the effectiveness of the reverse stock split, we are required to maintain a minimum closing bid price of at least $1.00 per share for a period of ten consecutive trading days to regain compliance, with a compliance deadline of June 10, 2026.

Current wording

The reverse stock split was undertaken to increase the market price of our common stock and to enable us to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). On June 2, 2026, we received a letter from the Nasdaq Listing Qualifications Department notifying us that we had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), and that the matter is now closed.

Previous wording

As a result of the reverse stock split, every 40 shares of our outstanding common stock would be automatically combined into one share of common stock, and the number of authorized shares of common stock will be reduced proportionately. The reverse stock split did not affect stockholders’ relative ownership interests, except with respect to the treatment of fractional shares.

Current wording

As a result of the reverse stock split, every 40 shares of our outstanding common stock were automatically combined into one share of common stock, and the number of authorized shares of common stock was reduced proportionately. The reverse stock split did not affect stockholders’ relative ownership interests, except with respect to the treatment of fractional shares. As a result of the reverse stock split, the CUSIP number assigned to the Company’s common stock was changed to 75946W504.

Previous wording

While the reverse stock split increased the per share trading price of our common stock, there can be no assurance that we will be able to maintain compliance with the minimum bid price requirement for the required period or continue to meet Nasdaq’s continued listing standards. We continue to monitor our stock price and may take additional actions, if necessary, to maintain compliance with applicable listing requirements.

Current wording

While the reverse stock split increased the per share trading price of our common stock, there can be no assurance that we will continue to meet Nasdaq’s continued listing standards in the future. We continue to monitor our stock price and may take additional actions, if necessary, to maintain compliance with applicable listing requirements.

Previous wording

As of March 31, 2026, we have acquired multiple insurance brokerages (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.

Current wording

As of June 30, 2026, we have acquired multiple insurance brokerages, some of which were subsequently sold (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.

Previous wording

The decrease in consolidated Salaries and Wages was primarily attributable to lower non-cash share-based compensation expense, as well as the elimination of compensation costs associated with Fortman Insurance Services and Employee Benefits Solutions following their divestiture.

Current wording

The decrease in consolidated Salaries and Wages was primarily attributable to lower non-cash share-based compensation expense, as well as the elimination of compensation costs associated with Fortman Insurance Services and Employee Benefits Solutions following their divestiture offset by increased compensation costs.

Previous wording

The decrease in consolidated Commission Income was primarily driven by portfolio realignments during 2025, including the sale of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA), which reduced commission revenue from these operations. This decline was partially offset by approximately 11% organic growth in revenue from our retained businesses.

Current wording

The decrease in consolidated Commission Income was primarily attributable to portfolio realignments completed during 2025, including the divestitures of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA), which eliminated commission revenue previously generated by these operations offset by an increase in commission income from our retained businesses.

Previous wording

The decline in consolidated General and Administrative expenses was primarily attributable to lower non-cash equity compensation expense for directors, as well as cost efficiencies and reduced operating expenses resulting from the Company’s OneFirm initiative, partially offset by increased Scale51-related costs.

Current wording

The decline in consolidated General and Administrative expenses was primarily attributable to cost efficiencies and reduced operating expenses resulting from the Company's OneFirm operating model. The comparison was also affected by Scale51 initiatives in 2026 and acquisition activities in 2025.

Previous wording

The decrease in consolidated total other expense was primarily attributable to lower interest expense, including on related party balances, driven by paydowns and the payoff of certain loan balances, partially offset by a loss on an equity method investment, higher other expenses primarily related to charitable contributions, and unrealized losses on digital assets due to fair value changes.

Current wording

The decrease in consolidated total other expense was primarily attributable to lower interest expense, including on related party balances, driven by paydowns and the payoff of certain loan balances, and a realized gain on the sale on digital assets partially offset by a loss on an equity method investment and higher other expenses primarily related to charitable contributions.

Previous wording

Insurance segment revenue decreased compared to the prior-year period. Commission Income decreased, primarily driven by portfolio realignments during 2025, including the sale of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA), which reduced commission revenue from these operations. This decline was partially offset by approximately 11% organic growth in revenue from our retained businesses.

Current wording

Insurance segment revenue decreased compared to the prior-year period. Commission Income decreased, primarily attributable to portfolio realignments completed during 2025, including the divestitures of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA), which eliminated commission revenue previously generated by these operations offset by an increase in commission income from our retained businesses.

Previous wording

The following table provides a reconciliation from consolidated net loss to consolidated AEBITDA for the three months ended March 31, 2026 and March 31, 2025.

Current wording

The following table provides a reconciliation from net income (loss) to consolidated AEBITDA for periods ended June 30, 2026, and June 30, 2025

Previous wording

The Company continues to maintain a strong liquidity position and flexible access to capital to support its operations, growth initiatives, and digital asset treasury strategy. Management believes that existing cash balances, anticipated operating cash flows, and available financing facilities provide sufficient resources to fund current obligations and planned expenditures for at least the next twelve months.

Current wording

On July 22, 2026, the SEC approved Nasdaq’s adoption of a new continued listing standard requiring listed companies to maintain a minimum Market Value of Listed Securities of $5 million. Management is evaluating the implications of this rule and continues to assess alternatives available to maintain compliance with Nasdaq’s continued listing requirements. Overall, the Company continues to maintain a strong liquidity position and flexible access to capital to support its operations and growth initiatives, including investments by LGG. Management believes that existing cash balances, anticipated operating cash flows, and available financing facilities provide sufficient resources to fund current obligations and planned expenditures for at least the next twelve months.

Previous wording

During 2025, the Company further diversified its capital structure through a combination of equity-based financing arrangements, including the Equity Line of Credit (“ELOC”) with White Lion Capital, LLC, the At-the-Market (“ATM”) Program with H.C. Wainwright & Co., LLC, and the Private Placement-2025 completed in June 2025. During the first quarter of 2026 completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. As discussed under “Recent Developments,” these financing vehicles provide the Company with multiple sources of capital that may be accessed opportunistically and at prevailing market prices while maintaining control over timing and issuance levels.

Current wording

During 2025, the Company further diversified its capital structure through a combination of equity-based financing arrangements, including the Equity Line of Credit (“ELOC”) with White Lion Capital, LLC, the At-the-Market (“ATM”) Program with H.C. Wainwright & Co., LLC, and the Private Placement-2025 completed in June 2025. During the first quarter of 2026, the Company completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. These financing vehicles provide the Company with multiple sources of capital that may be accessed opportunistically and at prevailing market prices while maintaining control over timing and issuance levels. 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. 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. As discussed elsewhere in this Report, including under Part II, Item 1A (Risk Factors), our access to the capital markets and additional financing, including these financing vehicles, is subject to certain risks that may be outside of our control.

Previous wording

As of March 31, 2026, we had a combined unrestricted and restricted total cash balance of approximately $3,235,000 and working capital of approximately $2,604,000, compared with a combined unrestricted and restricted total cash balance of approximately $1,416,000 and working capital of approximately $1,875,000 as of December 31, 2025.

Current wording

As of June 30, 2026, we had a combined unrestricted and restricted total cash balance of approximately $1,807,000 and working capital of approximately $1,228,695, compared with a combined unrestricted and restricted total cash balance of approximately $2,731,000 and working capital of approximately $1,875,000 as of December 31, 2025.

Previous wording

We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the three months ended March 31, 2026.

Current wording

We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the six months ended June 30, 2026.