Reliance Global Group, Inc.
For the period ended Jun 30, 2025. Filed Jul 30, 2025.
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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, 2025 · Filed Jul 30, 2025
EZRA$2.11+2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010313
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0001641172-25-021555
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 46 previous paragraphs and 65 current paragraphs.
33 unchanged; 9 reworded; 23 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current report
Cautionary Note Regarding Forward-Looking Statements
Current report
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this report, including statements regarding our strategy, future financial condition, future operations, projected revenues, earnings, business prospects, potential acquisitions and plans, and objectives of management, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and similar expressions are intended to identify such forward-looking statements.
Current report
These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by any forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
Current report
These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Current report
Series J
Current report
Private Placement
Current report
On June 18, 2025, the Company entered into a securities purchase agreement with one institutional buyer for the purchase and sale of, of (i) pre-funded warrants (the “Series J-PF Warrants”) to purchase up to 1,488,096 shares of the Company’s Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Series J Warrants”) to purchase up to 2,976,192 shares of Common Stock at an exercise price of $1.43 per share. The Private Placement-2025 was priced at the market at a combined purchase price per share and accompanying Series J Warrant of $1.68. Additionally, the Company issued a warrant to the Placement Agent (the “Series J PAW’s”), to acquire 104,167 shares of Common Stock at an exercise price of $2.10. The closing of the Private Placement occurred on June 20, 2025.
Current report
Fortman Sale and Assets/Liabilities Held for Sale
Current report
On July 7, 2025, the Company, Fortman Insurance Services, LLC, an Ohio limited liability company and wholly owned subsidiary of the Company (the “Seller” or “Fortman”), and Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Purchaser”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which the Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”) to the Purchaser for aggregate cash consideration of $5,000,000 (the “Transaction”). The Transaction closed on July 7, 2025, and was effective as of 12:01 a.m. Eastern Time on July 1, 2025.
Current report
The assets sold pursuant to the Asset Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and other tangible and intangible assets used in the Fortman Business, and certain liabilities were assumed by the Purchaser. The Transaction excluded, among other things, Seller’s pre-Effective Date cash and cash equivalents, and other specified excluded assets and liabilities.
Current report
Pursuant to the foregoing, during the second quarter of 2025, the Company committed to a plan to sell the asset group associated with Fortman as part of its strategy to monetize certain assets to focus and grow its core operations and pay-off its long-term debt. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 during the quarter ended, June 30, 2025, but did not qualify as a discontinued operation under ASC 205-20, as it does not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results.
Current report
The assets and liabilities of the disposal group have been separately presented on the June 30, 2025, condensed consolidated balance sheet, as current assets held for sale and current liabilities related to assets held for sale. The assets held for sale account includes accounts receivable, prepaid expenses, property and equipment, intangibles, right of use assets and goodwill. Depreciation and amortization (when material) ceased on long-lived assets within the group effective on the classification date. The liabilities related to assets held for sale account includes the disposal group’s accounts payable and operating lease liabilities. No assets or liabilities were classified as held for sale as of December 31, 2024.
Current report
The Company measured the held for sale disposal group at the lower of, carrying value (“CV”), and fair value less costs to sell (“FV”), and determined that FV exceeded CV, thus there was no impairment charge. The Company expects to recognize a gain on sale during the third quarter of 2025, in an estimated amount of $2.99 million.
Current report
The following table summarizes the major classes of assets and liabilities classified as held for sale as of June 30, 2025:
Current report
Oak Street Debt Payments
Current report
During July 2025, the Company repaid $4,997,292 of its Oak Street long-term debt. These pre-payments were funded through proceeds from the asset sale of Fortman and did not incur any pre-payment penalties. The remaining outstanding long-term Oak Street loan balance after posting these pre-payments, net of debt issuance costs, was $5,374,461.
Current report
Termination of the Spetner Agreement
Current report
On July 22, 2025, the Company accepted written notice from Spetner Associates, Inc. (“Spetner”), terminating the Stock Exchange Agreement, dated as of May 14, 2024, and as amended on September 6, 2024, October 29, 2024, and February 20, 2025 (collectively, the “Stock Exchange Agreement”). There are no material relationships between the Company and the Spetner Parties other than in respect of the Stock Exchange Agreement.
Current report
On October 29, 2024, and February 20, 2025, the Company issued 140,064 shares and 157,000 shares of its common stock to the Spetner sellers, representing non-refundable prepayments of approximately $329,430 and $239,425, respectively, as partial consideration for the contemplated acquisition. These were initially recorded by the Company in the prepaid expense and other current assets account on the consolidated balance sheets as of December 31, 2024, and March 31, 2025, respectively. However, pursuant to the termination of the Stock Exchange Agreement, the Company does not expect to recover these shares issued and thus has expensed them to the general and administrative account in the condensed consolidated statements of operations for the period ended, June 30 2025.
Current report
Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024
Current report
On June 18, 2025, the Company entered into a securities purchase agreement (the “SPA-2025”) with a certain accredited investor (the “SPA Purchaser”) for the issuance and sale in a private placement (the “Private Placement-2025”) of (i) pre-funded warrants (the “Series J-PF Warrants”) to purchase up to 1,488,096 shares of the Company’s Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Series J Warrants”) to purchase up to 2,976,192 shares of Common Stock at an exercise price of $1.43 per share. The Private Placement-2025 was priced at the market at a combined purchase price per share and accompanying Series J Warrant of $1.68. The closing of the Private Placement-2025 occurred on or about June 20, 2025.
Current report
Aggregate gross proceeds to the Company from the Private Placement-2025 were approximately $2.5 million, prior to deducting placement agent fees and other offering expenses payable by the Company, estimated at around $351,000, which resulted in estimated net proceeds of $2.15 million. The Company would receive an additional approximate $4.25 million in aggregate gross proceeds if all of the Series J Warrants were exercised via a cash exercise.
Removed paragraphs (4)
Previous report
Financial Instruments
Previous report
During the three months ended March 31, 2025, the Company’s financial instruments consisted of derivative warrants. These were accounted for at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, (non-cash) gain or loss. As of June 18, 2024, the majority of the derivative warrants were exercised and as of March 31, 2025 only a nominal and immaterial amount remained outstanding.
Previous report
Reverse Stock Split
Previous report
On July 1, 2024, the Company effectuated a 1-for-17 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split-2024”). The par value remained unchanged. All share and per share information, as well as common stock and additional paid-in capital, have been retroactively adjusted to reflect the Reverse Split-2024 for all periods presented, unless otherwise indicated. The Reverse Split-2024 resulted in a rounding addition of approximately 110,350 shares valued at par, totaling $9,490 for which shares were issued in July 2024.
Reworded paragraphs (9)
Previous wording
Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth. To that end, on May 14, 2024, and as further amended on September 6, 2024, October 29, 2024 and February 20, 2025, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) to acquire Spetner Associates (“Spetner”), a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Pursuant to the Stock Exchange Agreement, the Company agreed to: (i) acquire 80% of Spetner’s issued and outstanding shares of common stock, par value $1.00 per share (the “Spetner Common Stock”) for $16,050,000 (which amount was to be paid as $6,500,000 in cash, the issuance of certain shares of the Company’s common stock, and the Company’s issuance of a promissory notes to the sellers); and (ii) have the sole option to acquire the remaining 20% of the Spetner Common Stock for a predetermined amount based on a multiple of EBITDA
Current wording
Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth.
Previous wording
With the acquisition of Barra, we launched RELI Exchange, our business-to-business (“B2B”) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 300%.
Current wording
With the acquisition of Barra & Associates, LLC, we launched RELI Exchange, our business-to-business (“B2B”) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 300%.
Previous wording
As of March 31, 2025, 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. In furtherance of this strategy, as discussed above, the Company entered into a Stock Exchange Agreement to acquire Spetner Associates (“Spetner”) for cash, stock and issuance of certain promissory notes to the sellers. Spetner is a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Completion of the transaction is subject to standard and stipulated closing.
Current wording
As of June 30, 2025, 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.
Previous wording
The following table provides a reconciliation from net loss to AEBITDA for the three months ended March 31, 2025 and March 31, 2024.
Current wording
The following table provides a reconciliation from net income (loss) to AEBITDA for the periods ended June 30, 2025 and June 30, 2024
Previous wording
As of March 31, 2025, we had a cash balance of approximately $1,812,000 and negative working capital of approximately $77,000, compared with a cash balance of approximately $1,798,000 and working capital of approximately $416,000 at December 31, 2024.
Current wording
As of June 30, 2025, we had a cash balance of approximately $3,375,000 and working capital of approximately $2,089,000, compared with a cash balance of approximately $1,798,000 and working capital of approximately $416,000 at December 31, 2024.
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, 2025.
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, 2025.
Previous wording
Net cash provided by operating activities for the three months ended March 31, 2025, was approximately $198,000, compared to net cash flows used in operating activities of approximately $204,000 for the three months ended March 31, 2024. The cash provided includes a net loss of approximately $1,737,000, decreased by approximate non-cash adjustments of $1,396,000 related to depreciation and amortization of approximately $361,000, share based compensation of approximately $1,025,000, and amortization of debt costs of approximately $10,000 as well as a net increase in cash due to changes of net working capital items of approximately $539,000.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025, was approximately $655,000, compared to net cash flows used in operating activities of approximately $890,000 for the six months ended June 30, 2024. The cash used includes a net loss of approximately $4,448,000, decreased by approximate non-cash adjustments of $3,224,000 related to depreciation and amortization of approximately $707,000, share based compensation of approximately $2,505,000, and amortization of debt costs and non cash lease expense of approximately $13,000 as well as a net increase in cash due to changes of net working capital items of approximately $569,000.
Previous wording
During the three months ended March 31, 2025, cash flows used in investing activities approximated $15,000 compared to cash flows used by investing activities of approximately $29,000 for the three months ended March 31, 2024. The cash used during the three months ended March 31, 2025 is primarily related to the purchase of fixed tangible and intangible assets.
Current wording
During the six months ended June 30, 2025, cash flows used in investing activities approximated $27,000 compared to cash flows used by investing activities of approximately $36,500 for the six months ended June 30, 2024. The cash used during the six months ended June 30, 2025 is primarily related to the purchase of fixed tangible and intangible assets.
Previous wording
During the three months ended March 31, 2025, approximate cash used in financing activities was $169,000, as compared to approximately $392,000 for the three months ended March 31, 2024. Net cash used in financing activities during the three months ended March 31, 2025, relates to proceeds from related party loans payable of approximately $510,000, offset by debt principal, short-term financings, and related party payables repayments of approximately $679,000.
Current wording
During the six months ended June 30, 2025, approximate cash provided by financing activities was $2.3 million, as compared to approximately $1.0 million for the six months ended June 30, 2024. Net cash provided by financing activities during the six months ended June 30, 2025, relates to proceeds from related party loans payable of approximately $1.1 million and from private placement offerings of approximately 2.1 million, offset by debt principal, short-term financings, and related party payables repayments of approximately $1.0 million.