Reliance Global Group, Inc.

Current report

Failure to satisfy Nasdaq’s new minimum Market Value of Listed Securities requirement, its minimum bid price requirement or other continued listing requirements could result in the delisting of our common stock.

Current report

In July 2026, the SEC approved Nasdaq’s adoption of a new continued listing standard requiring companies listed on The Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5.0 million. Under the new rule, if a company’s MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq may issue a Staff Delisting Determination without first providing a customary compliance period. Although a company may appeal such determination, its common stock would generally be suspended from trading on Nasdaq during the appeal process.

Current report

Based on the current market price of our common stock, our Market Value of Listed Securities has recently been below the $5.0 million threshold. Accordingly, there can be no assurance that we will satisfy the MVLS continued listing requirement within the applicable period prescribed by Nasdaq’s rules or otherwise maintain compliance with Nasdaq’s continued listing standards.

Current report

On December 12, 2025, the Company received a notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2). On June 2, 2026, Nasdaq notified the Company that it had regained compliance with the minimum bid price requirement and that the matter was closed. Nasdaq further noted that, pursuant to Listing Rule 5810(c)(3)(A)(iv), because of the Company’s prior reverse stock splits, the Company may not be eligible for a future compliance period under the minimum bid price rule if it were to become non-compliant with that requirement again.

Current report

Any delisting of our common stock from Nasdaq could materially and adversely affect the liquidity and market price of our common stock, reduce analyst coverage and institutional investor interest, impair our ability to access the capital markets, including under financing arrangements that require a Nasdaq listing (including under our existing at-the-market offering program which requires Nasdaq listing), and adversely affect our business, financial condition, and results of operations. If our common stock were delisted from Nasdaq, it would likely trade on an over-the-counter market, where trading is generally characterized by lower trading volumes, reduced liquidity, wider bid-ask spreads, and greater price volatility than trading on a national securities exchange.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Any perception that we may not comply with Nasdaq's continued listing requirements, the public announcement or receipt of any deficiency notice, or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade, and increase the transaction costs inherent in trading such shares. A delisting could also deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock.

Previous report

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