UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from _____ to _____
Commission
File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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The
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The
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller
reporting company
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Emerging
growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No
At November 6, 2025, the registrant had shares of common stock, par value $ per share, outstanding.
TABLE OF CONTENTS
| 2 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
|
September 30, 2025 |
December 31, 2024 |
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| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ |
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$ |
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| Restricted cash |
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| Accounts receivable |
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| Accounts receivable, related parties |
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| Other receivables |
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| Prepaid expense and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Right-of-use assets |
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| Intangibles, net |
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| Goodwill |
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| Digital assets, fair value |
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| Other non-current assets |
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| Total assets | $ |
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$ |
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| Current liabilities: | ||||||||
| Accounts payable and other accrued liabilities | $ |
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$ |
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| Short-term financing agreements |
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| Current portion of loans payables, related parties |
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| Dividends Payable |
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| Other payables |
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| Current portion of long-term debt |
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| Operating lease liability, current portion |
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| Total current liabilities |
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| Loans payable, related parties, less current portion |
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| Long term debt, less current portion |
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| Operating lease liability, less current portion |
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| Warrant liabilities |
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| Total liabilities |
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| Stockholders’ equity | ||||||||
| Preferred stock, $ par value; shares authorized and issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value; shares authorized and and issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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) |
(
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Commission income | $ |
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$ |
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$ |
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$ |
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| Total revenue |
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| Operating expenses | ||||||||||||||||
| Commission expense |
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| Salaries and wages |
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| General and administrative expenses |
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| Marketing and advertising expenses |
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| Change in estimated acquisition earn-out payables |
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| Depreciation and amortization |
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| Asset impairments |
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| Total operating expenses |
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| Loss from operations |
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| Other income (expense) | ||||||||||||||||
| Interest expense |
(
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| Interest (expense) related parties |
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| Other income (expense), net |
(
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(
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| Gain on sale of business |
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| Recognition and change in fair value of warrant liabilities |
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| Change in unrealized gains (losses) on digital assets, net |
(
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| Total other (expense) income |
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(
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(
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| Loss from continuing operations before tax |
(
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(
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(
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(
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| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Basic (loss) earnings per share | ||||||||||||||||
| Basic loss per share | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Diluted (loss) earnings per share | ||||||||||||||||
| Diluted loss per share | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Weighted average number of shares outstanding – Basic |
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| Weighted average number of shares outstanding – Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Post reverse | ||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance December 31, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Common share-based compensation |
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| Common shares issued for services |
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| Common shares issued for acquisition purchase price prepayment |
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| Net loss | - |
(
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) |
(
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| Balance, March 31, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Common share-based compensation |
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| Common shares issued for services |
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| Common shares issued for private placement |
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| Net loss |
(
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(
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| Balance, June 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Common share-based compensation |
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| Common shares issued for services |
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| Common shares issued for private placement |
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(
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(
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| Common shares issued for ATM share sales |
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| Common shares issued from an Equity Line of Credit |
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| Dividend payable | - |
(
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(
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| Net loss |
(
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) |
(
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) | ||||||||||||||||
| Balance, September 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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| 5 |
| Common Stock |
Additional Paid-in |
Accumulated | ||||||||||||||||||
| Shares | Amount | capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2023 (Audited) |
|
$ |
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$ |
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$ |
(
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) | $ |
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| Common share payments for earn-outs |
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| Common shares issued for ATM share sales |
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| Common shares issued for abeyance share conversions |
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(
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) | ||||||||||||||||
| Common share-based compensation |
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| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Balance, March 31, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Common share payments for earn-outs |
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(
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) | ||||||||||||||||
| Common shares issued for ATM share sales |
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| Common shares issued for abeyance share conversions |
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(
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| Common shares issued for Series B warrants |
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| Common shares issued for Series G warrants |
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(
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| Common share-based compensation |
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| Common shares issued for services |
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| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Balance, June 30, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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| Common shares issued for ATM share sales |
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| Common share-based compensation |
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| Common shares issued for reverse stock split round up |
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(
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) | ||||||||||||||||
| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Balance, September 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Reliance Global Group, Inc. and Subsidiaries and Predecessor
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
For the Nine Months ended September 30, |
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| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ |
(
|
) | $ |
(
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) | ||
| Adjustment to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization |
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| Asset Impairments |
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| Amortization of debt issuance costs and accretion of debt discount |
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| Non-cash lease expense |
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| Equity based compensation expense |
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| Equity based payments to third parties |
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| Gain on sale of business |
(
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) | ||||||
| Change in unrealized gains (losses) on digital assets, net |
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| Recognition and change in fair value of warrant liability |
(
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) | ||||||
| Earn-out fair value and write-off adjustments |
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| Change in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Accounts receivable, related parties |
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(
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) | |||||
| Other receivables |
(
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) |
(
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) | ||||
| Prepaid expense and other current assets |
(
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) |
(
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) | ||||
| Other non-current assets |
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(
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) | |||||
| Accounts payables and other accrued liabilities |
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| Other payables |
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| Net cash used in continuing operating activities |
(
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) |
(
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) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment |
(
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) |
(
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) | ||||
| Purchases of intangibles |
(
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) |
(
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) | ||||
| Proceeds from sale of business |
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| Purchases of digital assets |
(
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) | ||||||
| Net cash provided (used) from investing activities |
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(
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) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal repayments of debt |
(
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) |
(
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) | ||||
| Proceeds from short-term financings |
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| Principal repayments of short-term financings |
(
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) |
(
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) | ||||
| Proceeds from loans payable, related parties |
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| Payments of loans payable, related parties |
(
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) |
(
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) | ||||
| Proceeds from common shares issued through an at the market offering |
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| Proceeds from common shares issued through an equity line of credit |
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| Private Placement of shares and common warrants |
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| Net cash (used) provided by continuing financing activities | $ |
(
|
) | $ |
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| Net increase (decrease) in cash and restricted cash |
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(
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) | |||||
| Cash and restricted cash at beginning of year |
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| Cash and restricted cash at end of period | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Reliance Global Group, Inc. and Subsidiaries
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, 2024 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited condensed consolidated financial statements and notes thereto may have been reclassified to conform to the current period’s presentation.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Liquidity
As
of September 30, 2025, the Company’s reported cash and restricted
cash aggregated balance was approximately $
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.
| 8 |
Cash and Restricted Cash
Cash and restricted cash (restricted for debt service coverage) reported on our condensed consolidated balance sheets are reconciled to the total shown on our unaudited condensed consolidated statements of cash flows as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Cash | $ |
|
$ |
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||||
| Restricted cash |
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| Total cash and restricted cash | $ |
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$ |
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Revenue Recognition
The following table disaggregates the Company’s revenue by line of business, showing commissions earned:
| Period Ended September 30, 2024 | Medical | Life |
Property and Casualty |
Total | ||||||||||||
| Three months ended September 30, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
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| Three months ended September 30, 2024 | $ |
|
$ |
|
$ |
|
$ |
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| Nine months ended September 30, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
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| Nine months ended September 30, 2024 | $ |
|
$ |
|
$ |
|
$ |
|
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The following are customers representing 10% or more of total revenue:
| Three Months Ended September 30, | ||||||||
| Insurance Carrier | 2025 | 2024 | ||||||
| Priority Health |
|
% |
|
% | ||||
| BlueCross BlueShield |
|
% |
|
% | ||||
| Nine Months Ended September 30, | ||||||||
| Insurance Carrier | 2025 | 2024 | ||||||
| Priority Health |
|
% |
|
% | ||||
| BlueCross BlueShield |
|
% |
|
% | ||||
No other single customer accounted for more than 10% of the Company’s commission revenues during the three and nine months ended September 30, 2025 and 2024. The loss of any significant customer could have a material adverse effect on the Company.
Income Taxes
The
Company recorded
As of September 30, 2025 and December 31, 2024, the Company provided a full
valuation allowance of $
(
| 9 |
Dividends
Cash dividends are recorded as a liability on the date they are declared by the Board of Directors, which is the date the Company becomes legally obligated to pay the dividend. Dividends declared but unpaid at a reporting date are included in dividends payable within current liabilities and charged against retained earnings when the Company has positive retained earnings, or against additional paid in capital when the Company has a retained deficit, in accordance with ASC 505-20, Equity — Dividends . When a dividend is declared to shareholders of record as of a specified future date, any additional shares issued prior to that record date participate in the dividend, and the dividend payable is adjusted at the record date to reflect the total number of shares entitled to receive payment.
Digital Assets
During the quarter ended September 30, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets. In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives.
As of September 30, 2025, the Company purchased digital assets consisting of Bitcoin (BTC), Ethereum (ETH), Cardano (ADA), and XRP for investment and treasury diversification purposes. All digital assets are held with a qualified third-party custodian, are not subject to any contractual sale restrictions, and the Company does not engage in staking, lending, or mining activities.
The Company accounts and presents its digital assets in accordance with ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method. At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the condensed consolidated statements of operations.
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.
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, 2024.
| 10 |
NOTE 2. 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 September 30, 2025:
|
Weighted Average Remaining Amortization Period (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||
| Trade name and trademarks |
|
$ |
|
$ |
(
|
) | $ |
|
||||||
| Internally developed software |
|
|
(
|
) |
|
|||||||||
| Customer relationships |
|
|
(
|
) |
|
|||||||||
| Purchased software |
|
|
(
|
) |
|
|||||||||
| Non-competition agreements |
|
|
(
|
) |
|
|||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||||
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, 2024:
|
Weighted Average Remaining Amortization period (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||
| Trade name and trademarks |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||
| Internally developed software |
|
|
(
|
) |
|
|||||||||||
| Customer relationships |
|
|
(
|
) |
|
|||||||||||
| Purchased software |
|
|
(
|
) |
|
|||||||||||
| Non-competition agreements |
|
|
(
|
) |
|
|||||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||||||
The following table reflects expected amortization expense as of September 30, 2025, for each of the following five years and thereafter:
| Years Ending December 31, | Amortization Expense | |||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
||
NOTE 3. DIGITAL ASSETS
The following table summarizes the Company’s digital asset holdings as of September 30, 2025:
| September 30, 2025 | ||||||||||||||
| Digital Asset | Holdings | Cost Basis | Fair Value | Hierarchy | ||||||||||
| BTC |
|
$ |
|
$ |
|
Level 1 | ||||||||
| ETH |
|
$ |
|
$ |
|
Level 1 | ||||||||
| ADA |
|
$ |
|
$ |
|
Level 1 | ||||||||
| XRP |
|
$ |
|
$ |
|
Level 1 | ||||||||
|
|
$ |
|
$ |
|
||||||||||
| 11 |
NOTE 4. LONG-TERM DEBT AND SHORT-TERM FINANCINGS
Long-Term Debt
During
July 2025, the Company pre-paid $
The remaining composition of long-term debt, collateralized by certain commission revenues, is as follows:
| September 30, 2025 | December 31, 2024 | |||||||
|
Oak Street Funding LLC (“Oak Street”) Term Loan for the acquisition of EBS and USBA, variable interest of prime rate plus
|
$ | $ |
|
|||||
|
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of prime rate plus
|
|
|||||||
|
Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of prime rate plus
|
|
|||||||
|
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of prime rate plus
|
|
|||||||
|
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of prime rate plus
|
|
|||||||
|
Oak Street Funding LLC Term Loan for the acquisition of Barra & Associates, LLC, variable interest of prime rate plus
|
|
|
||||||
|
|
|
|||||||
| Less: current portion |
(
|
) |
(
|
) | ||||
| Long-term debt | $ |
|
$ |
|
||||
The following table depicts the maturities of the Company’s outstanding long-term debt.
| Years Ending December 31, |
Maturities of Long-Term Deb t |
|||
| 2025 (remaining three months) | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total |
|
|||
| Less: debt issuance costs |
(
|
) | ||
| Total | $ |
|
||
Short-Term Financings
The
Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal instalments
over a period of twelve months or less and carry interest rates of up to
| 12 |
NOTE 5. EQUITY
Common Stock
The Company is authorized to issue shares of common stock, $ par value (the “Common Stock”). Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the Company upon liquidation or dissolution.
During
the first quarter of 2025, pursuant to a proposed business combination transaction, the Company issued to the selling parties
shares of Common Stock with a value of $
During
the second quarter of 2025, the Company issued service providers,
shares of Common Stock with a fair value of $
During the third quarter of 2025, the Company issued a service provider,
shares of Common Stock with a fair value of $
As of September 30, 2025, and December 31, 2024, there were and shares of common stock outstanding, respectively.
Equity-based Compensation
During
the first quarter of 2025 certain directors, executives, and employees were granted
shares of common stock in equity awards for
the 2024 fiscal year, with a fair value of $
Pursuant to the April 2025 second amendment to an employment agreement between the Company and an executive, the executive was awarded shares of the Company’s Common Stock annually over the four-year employment term, where each annual tranche vests equally at shares each quarter, pro-rated for any partial periods. The total fair value of this award for all periods combined is $ . For the three and nine month periods ended September 30, 2025, and shares vested respectively, and shares have been issued. Unrecognized compensation cost for this award as of September 30, 2025, was, $ , which will be recognized as described herein, through June 2029.
| 13 |
In
June 2025, the Compensation Committee approved adjustments to the compensation structure for certain directors and executives. These
included the grant of
restricted shares with a fair value of $
Pursuant to an equity-based commission compensation program at one of the Company’s subsidiaries which provides down-line agents the ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company grants annual restricted stock awards which have vesting or other restrictions of up to twelve months. For the three and nine month period ended September 30, 2025, approximately shares were issued under the program, all fully vested as of September 30, 2025.
Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2025, and 2024 was $ and $ , respectively, and for the nine months ended September 30, 2025 and 2024; $ and $ , respectively.
2025 Equity Incentive Plan
On March 18, 2025, the Board approved, and subsequently the stockholders approved, the 2025 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to provide a means through with the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders. The Plan provides for various stock-based incentive awards, including incentive and nonqualified stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards. The total number of shares of common stock authorized for issuance under the Plan is shares. Following the July Grant, there remained shares available for issuance under the Plan.
Administration of the Plan . The Plan is to be administered by the Compensation Committee of the Board. The Compensation Committee is authorized to select from among eligible employees, directors, and service providers those individuals to whom shares and options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any shares and options granted hereunder is within the discretion of the Compensation Committee.
The Plan was approved by the Company’s stockholders on May 29, 2025, becoming effective as of March 18, 2025, and will terminate on March 18, 2035, unless terminated earlier by the Board.
As of September 30, 2025, there remained shares available for issuance under the Company’s various equity incentive plans.
Series J Private Placement
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
Aggregate
gross proceeds to the Company from the Private Placement-2025 were approximately $
The
Series J-PF Warrants are exercisable from the date of issuance until exercised in full.
| 14 |
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the Company’s sole placement agent in connection with the Private
Placement-2025. Pursuant to the engagement terms, the Company paid Wainwright a total cash fee equal to
The Company determined pursuant to the terms of the Series J Warrants, Series J PF Warrants, and Series J PAW’s that they are equity instruments in nature, also because they permit the holder to obtain a fixed number of shares for a fixed monetary amount. The net proceeds were recorded to additional paid in capital on the condensed consolidated balance sheets as of September 30, 2025.
As of September 30, 2025, pursuant to the exercise of all Series J-PF Warrants, the Company issued to the SPA Purchaser, shares of Common Stock; the exercise price was pre-paid as part of the SPA-2025 closing. None of the Series J Warrants or Series J PAW Warrants have been exercised, and they remain outstanding as of September 30, 2025.
Equity Line of Credit (ELOC)
On
August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration
Rights Agreement with an accredited investor (collectively, the “Investor Agreements”). Pursuant to the ELOC, the Company has the right, but not the obligation, to require Investor to purchase, from time to time and
subject to the terms and conditions set forth therein, up to an aggregate of $
Pursuant to the ELOC, as
of
September 30, 2025, the Company issued
shares of Common Stock for proceeds of $
Subsequent to the quarter end, on November 5, 2025, the Company entered into Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC. The Amendment introduces a Fixed Purchase Notice mechanism with pricing at 90% of the lowest traded price during a five-minute pre-notice period, a 5% ADTV per-notice cap (unless waived), and next-business-day cash closing upon DWAC share delivery.
At-the-Market Offering Program
On
August 13, 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with
H.C. Wainwright & Co., LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time through
the Sales Agent, shares of its common stock having an aggregate offering price of up to $
During
the three and nine months ended September 30, 2025, the Company sold
shares of Common Stock under the ATM Program, of which,
shares were issued as of September 30, 2025 and
shares were
issued October 1, 2025, for net proceeds of $
Dividends
On
September 26, 2025, the Board of Directors declared a one-time cash dividend of $
per share on the Company’s outstanding common
stock, payable to shareholders of record as of the close of business on October 30, 2025 (the “Record Date”). The dividend
is payable on December 2, 2025, and as of September 30, 2025, the Company recorded a total of $
Subsequent
to quarter-end, the Company issued an additional
shares of common stock prior to the Record Date. These newly issued shares were
entitled to receive the declared dividend, increasing the total expected dividend payable to $
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.
| 15 |
| Three Months | Three Months | |||||||
| Ended | Ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Loss from continuing operations | $ |
(
|
) | $ |
(
|
) | ||
| Net loss continuing operations, numerator, basic computation |
(
|
) |
(
|
) | ||||
| Recognition and change in fair value of warrant liabilities | ||||||||
| Net loss from continuing operations, numerator, diluted computation | $ |
(
|
) | $ |
(
|
) | ||
| Weighted average common shares, basic |
|
|
||||||
| Weighted average common shares, dilutive |
|
|
||||||
| Loss per common share – basic | $ |
(
|
) | $ |
(
|
) | ||
| Loss per common share – diluted | $ |
(
|
) | $ |
(
|
) | ||
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Loss from continuing operations | $ |
(
|
) | $ |
(
|
) | ||
| Net Loss continuing operations, numerator, basic computation |
(
|
) |
(
|
) | ||||
| Recognition and change in fair value of warrant liabilities | ||||||||
| Net loss from continuing operations, numerator, diluted computation | $ |
(
|
) | $ |
(
|
) | ||
| Weighted average common shares, basic |
|
|
||||||
| Weighted average common shares, dilutive |
|
|
||||||
| Loss per common share – basic | $ |
(
|
) | $ |
(
|
) | ||
| Loss per common share – diluted | $ |
(
|
) | $ |
(
|
) | ||
| September 30, 2025 | September 30, 2024 | |||||||
| Shares subject to outstanding common stock options |
|
|||||||
| Shares subject to outstanding Series A warrants |
|
|
||||||
| Shares subject to outstanding PAW’s |
|
|
||||||
| Shares subject to PA Warrants |
|
|
||||||
|
Shares subject to Outstanding Series J Warrants
|
|
|||||||
| Shares subject to Outstanding Series J PAW’s |
|
|||||||
| Shares subject to unvested stock awards |
|
|
||||||
| 16 |
NOTE 7. LEASES
Operating
lease expense for the three months ended September 30, 2025, and 2024 was $
The following table depicts future minimum lease payments for the Company’s operating leases excluding Fortman Leases.
| Fiscal year ending December 31, |
Operating Lease Obligations |
|||
| 2025 (remainder three months) | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total undiscounted operating lease payments |
|
|||
| Less: Imputed interest |
|
|||
| Present value of operating lease liabilities | $ |
|
||
NOTE 8. 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 accordingly
Termination of the Spetner Agreement
On July 22, 2025, the Company received and accepted written notice from Spetner Associates, Inc. (“Spetner”), of the termination of that certain 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.
On
October 29, 2024, and February 20, 2025, the Company issued
shares and
shares of its common stock to the Spetner sellers,
representing non-refundable prepayments of approximately $
| 17 |
NOTE 9. RELATED PARTY TRANSACTIONS
Americana
Credit Agreement and Revolving Note:
On March 5, 2025, and as amended on June 24, 2025, the Company and YES Americana Group, LLC
(“Americana”) entered into a Revolving Credit Facility Agreement (the “Credit Agreement”) pursuant to which Americana
agreed to extend a revolving credit facility of up to $
The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended September 30, 2025 and December 31, 2024, and the interest expense related parties account for the three and Nine month periods ended September 30, 2025 and September 30, 2024, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively:
| Related Parties Payable | Interest Expense, Related Parties | |||||||||||||||||||||||||||||||
| Related Party | Current Portion | Long Term Portion |
for the Three Months Ended |
for the Nine Months Ended |
||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||||||||||||||
| Payables to Employees | $ |
|
$ |
|
$ | $ | $ | $ |
|
$ | $ |
|
||||||||||||||||||||
| Deferred Purchase Price Liability |
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Asset Purchase Agreement Liability |
|
|
|
|
|
|||||||||||||||||||||||||||
| Yes Americana payable |
|
|
|
|
|
|||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
In
July 2025, pursuant to the Fortman sale as further described in Note 9,
the Company repaid in full the Asset Purchase Agreement Liability total outstanding balance of approximately $
| 18 |
Fortman Insurance Services, LLC Transaction
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 $
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. Proceeds from the sale were utilized to pay down the Company’s long-term debt payable to Oak Street, and its Asset Purchase Agreement Liability.
Interim Crypto Purchase Agreement
On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement (the “Agreement”) with Mr. Moshe Fishman, the Company’s Director of Insurtech and Operations. Under the Agreement, and only as directed in writing by the Company’s Crypto Advisory Board (“CAB”), Mr. Fishman may use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completes the establishment of its institutional cryptocurrency trading account. From the time of purchase, all rights, title and interest in the related digital assets belong exclusively to the Company, and the assets are held in Mr. Fishman’s account solely for the benefit of the Company. All gains, losses, and risks associated with such digital assets transactions accrue entirely to the Company. The Agreement provides that, once the Company’s institutional account is established and upon written instruction from the CAB, Mr. Fishman will promptly transfer to that account all digital assets held for the Company’s benefit. The Company will reimburse Mr. Fishman only for the actual purchase price and any reasonable, documented transaction fees incurred. No compensation or other consideration is payable to Mr. Fishman for services provided under the Agreement. All activities under the Agreement are conducted in accordance with the Company’s Insider Trading Policy and applicable law. The Agreement was approved by the Audit Committee of the Board of Directors, which is comprised entirely of independent, non-employee directors. The Agreement terminates upon the earlier of (i) completion of the transfer of all digital assets assets to the Company’s institutional account or (ii) October 30, 2025, unless extended with Audit Committee approval. The agreement terminated in accordance with its terms on October 30, 2025.
As of September 30, 2025, no compensation had been paid to Mr. Fishman, and any digital assets purchased pursuant to the Agreement is reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the condensed consolidated statements of operations for the three and nine month periods ended, September 30, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Agreement to the Company’s account.
NOTE 10. SEGMENT REPORTING
The following table provides the financial results of our Insurance Segment:
|
Three
Months ended
September 30, |
Nine
Months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Less: Significant and other Insurance Segment expenses | ||||||||||||||||
| Commission expense |
|
|
|
|
||||||||||||
| Salaries and wages |
|
|
|
|
||||||||||||
| General and administrative expenses |
|
|
|
|
||||||||||||
| Marketing and advertising expenses |
|
|
|
|
||||||||||||
| Change in estimated acquisition earn-out payables |
|
|||||||||||||||
| Depreciation and amortization |
|
|
|
|
||||||||||||
| Asset impairments |
|
|||||||||||||||
| Interest expense |
|
|
|
|
||||||||||||
| Interest expense related parties |
|
|
|
|
||||||||||||
| Other expense, net |
|
(
|
) |
|
(
|
) | ||||||||||
| Recognition and change in fair value of warrant liabilities |
(
|
) | ||||||||||||||
| Gain on sale of business |
(
|
) |
(
|
) | ||||||||||||
| Unrealized (gains) losses on digital assets, net |
|
|
|
|||||||||||||
| Loss from discontinued operations before tax | ||||||||||||||||
| Insurance Segment Net Loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report—including statements regarding our strategy (including our digital-asset treasury strategy and related blockchain/tokenization initiatives), future financial condition, liquidity and capital resources, future operations, projected revenues, earnings (losses), margins, cash flows, business prospects, potential acquisitions and integration, and plans and objectives of management—are forward-looking statements.
Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” and similar expressions (and negative forms of such words) are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to:
| ● | our need to raise additional capital, which may not be available on acceptable terms or at all; | |
| ● | our ability to maintain the listing of our common stock and warrants on the Nasdaq Capital Market; | |
| ● | volatility in the price of our securities due to changes in the capital markets, our industry, or our capital structure; | |
| ● | our ability to execute on our acquisition strategy and integrate acquired businesses successfully; | |
| ● | our ability to retain key personnel and effectively manage growth; | |
| ● | the risk that we and our agency partners are unable to generate expected revenues or margins; | |
| ● | risks associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality; | |
| ● | the impact of economic conditions, inflation, and interest rate trends on our operations and customer demand; | |
| ● | potential disruptions due to cybersecurity incidents or system failures; | |
| ● | risks associated with legal proceedings and compliance obligations; | |
| ● | risks specific to our digital-asset treasury strategy; and | |
| ● | other risks and uncertainties described in this Quarterly Report on Form 10-Q (including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other filings with the Securities and Exchange Commission. |
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. All forward-looking statements are expressly qualified in their entirety by this cautionary note.
Overview
Reliance Global Group, Inc. (the “Company”) operates as a company engaging in business in the insurance market. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies.
| 20 |
In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.
As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of September 30, 2025, we had acquired nine insurance agencies.
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, as well as continuing to grow and execute on our Digital Asset Treasury Initiative, integrating blockchain technology into our long-term capital appreciation model .
In addition we plan to continue to expand into the digital asset and blockchain sector hereby building our portfolio comprising of cryptocurrencies, subject to market and other conditions.
Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021, which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer. The platform currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.
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%.
During the third quarter of 2025, the Company’s Board of Directors approved a strategic expansion into the digital asset and blockchain sector. As part of this initiative, the Company initially plans to build a diversified portfolio comprising leading cryptocurrencies, such as Bitcoin, Ethereum, and Solana, to be managed by the Company’s newly formed Crypto Advisory Board (“CAB”), and subject to market and other conditions. This initiative builds on Reliance’s extensive experience at the intersection of insurance, fintech, and artificial intelligence, including the success of the Company’s proprietary RELI Exchange platform. Reliance is additionally exploring opportunities to tokenize insurance-linked assets in ways not previously accessible to institutional and other investors. The Company believes this innovation could open the door to a new investment class that has historically been unavailable, bringing greater transparency, liquidity, and efficiency to the insurance-linked marketplace.
Business Operations
We’ve adopted a “OneFirm” strategy, pursuant to which Company owned and operated agencies come together to operate as one cohesive unit, which allows for efficient and effective cross-selling, cross-collaboration, and the effective deployment of the Company’s human capital. This strategy also aims to enhance the Company’s overall market presence across the U.S., with all business lines operating under the RELI Exchange brand. It’s expected to benefit agents and clients by improving relationships with carriers, leading to better commission and bonus contracts due to higher business volumes. The approach also strengthens the capability of RELI Exchange agency partners in securing diverse insurance policies and fosters increased cross-selling opportunities. This unified strategy positions the Company for rapid scaling and integration of accretive acquisitions, expanding its industry reach.
Business Trends and Uncertainties
The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.
| 21 |
Insurance Operations
Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure.
Insurance Acquisitions and Strategic Activities
As of September 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.
| Acquired |
Reliance 100% Controlled Entity |
Date | Location | Line of Business | ||||
| U.S. Benefits Alliance, LLC (USBA) | US Benefits Alliance, LLC | October 24, 2018 | Michigan | Health Insurance | ||||
| Employee Benefit Solutions, LLC (EBS) | Employee Benefits Solutions, LLC | October 24, 2018 | Michigan | Health Insurance | ||||
| Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) | Commercial Coverage Solutions LLC | December 1, 2018 | New Jersey | P&C – Trucking Industry | ||||
| Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana) | Southwestern Montana Insurance Center, LLC | April 1, 2019 | Montana | Group Health Insurance | ||||
| Fortman Insurance Agency, LLC (Fortman or Fortman Insurance)* | Fortman Insurance Services, LLC | May 1, 2019 | Ohio | P&C and Health Insurance | ||||
| Altruis Benefits Consultants, Inc. (Altruis) | Altruis Benefits Corporation | September 1, 2019 | Michigan | Health Insurance | ||||
| UIS Agency, LLC (UIS) | UIS Agency, LLC | August 17, 2020 | New York | P&C – Trucking Industry | ||||
| J.P. Kush and Associates, Inc. (Kush) | Kush Benefit Solutions, LLC | May 1, 2021 | Michigan | Health Insurance | ||||
| Barra & Associates, LLC | RELI Exchange, LLC | April 26, 2022 | Illinois | P&C and Health Insurance |
*This agency was sold by the Company during the third quarter of 2025.
Recent Developments
Digital Asset Treasury (DAT)
On September 9, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets.
In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives. The Board appointed Alex Blumenfrucht, an independent director, and Moshe Fishman, a senior vice president of the Company, as the initial members of the CAB.
On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement with Mr. Fishman, pursuant to which, solely as directed in writing by the CAB, Mr. Fishman could use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completed opening its institutional cryptocurrency account. From the time of purchase, all right, title and interest in the digital assets belonged exclusively to the Company; the assets were held in Mr. Fishman’s account solely for the Company’s benefit. The Company agreed to reimburse Mr. Fishman for the actual purchase price and reasonable, documented transaction fees, and no compensation was payable to Mr. Fishman for services under the agreement. The agreement provided that all activities would be conducted in compliance with the Company’s Insider Trading Policy and applicable law, and it terminated upon the earlier of (i) completion of the transfer of all such assets to the Company’s institutional account or (ii) October 30, 2025 (unless extended by Audit Committee approval). The agreement terminated in accordance with its terms on October 30, 2025.
On September 17, 2025, the Company completed its initial purchase of Ethereum (ETH) under the DAT initiative. On September 29, 2025, the Company completed its first purchase of Bitcoin (BTC), following prior purchases of ETH and Cardano (ADA). On September 30, 2025, the Company completed a purchase of XRP, the native token of the XRP Ledger, as part of the DAT initiative. These digital assets purchased pursuant to the Interim Crypto Purchase Agreement are reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the condensed consolidated statements of operations for the three and nine month periods ended, September 30, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Interim Crypto Purchase Agreement to the Company’s account.
| 22 |
Special Cash Dividend
On September 26, 2025, the Company’s Board of Directors declared a one-time cash dividend of $0.03 per share on the Company’s outstanding Common Stock, payable to shareholders of record as of October 30, 2025, with payment scheduled for December 2, 2025. As of September 30, 2025, the Company recorded a dividend payable of approximately $373,986, inclusive of approximately $92,000 payable to the Company’s warrant holders entitled to receive dividends for their underlying warrant shares. Subsequent to quarter-end, the Company issued an additional 490,473 shares of Common Stock prior to the record date, which increased the total expected dividend payable to approximately $388,700. The additional shares represent a non-recognized subsequent event under ASC 855, Subsequent Events, and did not affect the amounts recorded as of September 30, 2025.
Equity Line of Credit (ELOC)
On August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration Rights Agreement (together, the “White Lion Agreements”) with White Lion Capital, LLC (“White Lion”). Under the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $10,000,000 of newly issued shares of the Company’s common stock, par value $0.086 per share, during a commitment period ending no later than December 31, 2027. Each sale is initiated by the Company through a written purchase notice, and the purchase price per share is equal to the lowest traded price of the common stock during a three-hour valuation period following White Lion’s acknowledgment of the notice.
The agreement includes customary conditions and limitations, including a cap on the issuance of more than 19.99% of the Company’s outstanding shares as of the execution date (the “Exchange Cap”) unless stockholder approval is obtained or the average price paid for all shares issued equals or exceeds $0.9196, and a 4.99% beneficial-ownership limitation (which may be increased to 9.99% with 61 days’ prior notice). In consideration for White Lion’s commitment, the Company will issue $100,000 of fully earned common stock as commitment shares in two tranches payable during the third and fourth quarters of 2025. The Company has issued the first $50,000 tranche of shares as of September 30, 2025
Pursuant to the related Registration Rights Agreement, the Company agreed to file and maintain the effectiveness of a registration statement on Form S-1 covering the resale of the shares issuable under the White Lion Agreements, and the resale registration statement on Form S-1 the Company henceforth filed with the SEC was declared effective, September 4, 2025. Proceeds from sales under the facility, if and when made, may be used for general corporate purposes, including funding operations and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy.
Under the ELOC, as of September 30, 2025, the Company had issued 450,000 shares of Common Stock for net proceeds of approximately $350,000, after deducting a one-time documentation fee. Subsequent to quarter-end, the Company issued an additional 300,000 shares of Common Stock for proceeds of approximately $300,000, resulting in a remaining capacity of approximately $9.3 million under the ELOC as of the date of this report.
On November 5, 2025, we executed Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC, which adds a Fixed Purchase Notice option. Under this feature, with investor consent, we may sell shares at a Fixed Purchase Price equal to 90% of the lowest traded price during the five-minute window immediately preceding delivery of the notice, up to a 5% ADTV limit per notice (unless waived). Closing and funding occur the next business day following notice consent, against DWAC delivery of the shares. See Item 5 and Exhibit 10.7 for additional information.
At-the-Market Offering Program
In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement with H.C. Wainwright & Co., LLC, allowing the Company to offer and sell, from time to time through the Sales Agent, shares of its Common Stock having an aggregate offering price of up to $2,026,453 pursuant to its effective shelf registration statement on Form S-3 (File No. 333-275190). In September 2025, the Company filed Amendment No. 1 to the related prospectus supplement to update and refresh the amount of Common Stock then available for sale under the ATM Program to $248,138, consistent with the limitations imposed by General Instruction I.B.6 of Form S-3. During the three and nine months ended September 30, 2025, the Company sold 1,853,048 shares of Common Stock under the ATM Program, of which, 1,785,738 shares were issued as of September 30, 2025 and 67,310 shares were issued October 1, 2025, for net proceeds of approximately $2,021,681, after deducting sales commissions and offering expenses. Subsequent to September 30, 2025, the Company sold an additional 123,163 shares of Common Stock for net proceeds of approximately $119,764, and approximately $360 of Common Stock remained available for issuance thereafter. The Company intends to use any net proceeds from the ATM Program for general corporate purposes.
Private Placement
On June 18, 2025, the Company entered into a securities purchase agreement (the “Private Placement-2025”) 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. Series J-PF Warrants were fully exercised during the quarter ended September 30, 2025. All Series J-PF Warrants were exercised during the quarter ended September 30, 2025.
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Fortman Sale
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. The sale did not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. The Company recognized a gain on sale in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, of $3,033,554.
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.
Oak Street Debt Payments
During July 2025, the Company repaid approximately 50%, or $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.
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Termination of the Spetner Agreement
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.
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, September 30, 2025.
Non-GAAP Financial Measure
The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Adjusted EBITDA (“AEBITDA”), our key financial performance metric, is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below. The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Quarterly Report on Form 10-Q under “Results of Operations”.
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We exclude the following items when calculating AEBITDA, and the following items define our non-GAAP financial measure AEBITDA:
| ● | Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Goodwill and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance. | |
| ● | Change in estimated acquisition earn-out payables: An earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Other income (expense), net: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company. | |
| ● | Gain on sale of business: Includes certain gains on sale of business and is thus excluded as unrelated to core operations of the company. | |
| ● | Unrealized gains (losses) on digital assets, net: This account includes unrealized gains and losses from digital assets and is thus excluded as unrelated to core operations of the company. | |
| ● | Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. These costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Non-standard costs: This account includes non-recurring non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in previously discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. |
Refer to the reconciliation of net (loss) income to AEBITDA, illustrated below in tabular format.
| 26 |
Results of Operations
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS ANALYTICS
Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024
| Three Months Ended | ||||||||||||||||||
| September 30, 2025 | September 30, 2024 | Value Fluctuation | Percent Fluctuation | Explanations | ||||||||||||||
| Commission Income (“CI”) | $ | 2,495,975 | $ | 3,441,458 | $ | (945,483 | ) | -27 | % | CI decrease primarily driven by loss of revenue from sale of Fortman Insurance Services (“FIS”) and lower medical commission revenues. | ||||||||
| Commission Expense (“CE”) | 995,945 | 902,246 | 93,699 | 10 | % | Increased CE primarily influenced by the general market conditions. | ||||||||||||
| Salaries and wages (“S&W”) | 3,912,326 | 1,707,737 | 2,204,589 | 129 | % | Increased S&W primarily due to non-cash share-based compensation offset by elimination of “FIS” salaries | ||||||||||||
| General and administrative expenses (“G&A”) | 1,120,776 | 821,510 | 299,266 | 36 | % | Increased G&A is substantially driven by director non-cash equity awards offset by OneFirm efficiencies and overall leaner operations. | ||||||||||||
| Marketing and advertising expenses (“M&A”) | 66,917 | 100,183 | (33,266 | ) | -33 | % | M&A decrease consistent with Company’s current marketing strategy. | |||||||||||
| Depreciation and amortization (“D&A”) | 313,694 | 421,759 | (108,065 | ) | -26 | % | Decrease pursuant to passage of time as assets become fully amortized and elimination of FIS assets. | |||||||||||
| Total operating expenses | 6,409,658 | 3,953,435 | 2,456,223 | 62 | % | |||||||||||||
| - | ||||||||||||||||||
| Loss from operations | (3,913,683 | ) | (511,977 | ) | (3,401,706 | ) | 664 | % | ||||||||||
| - | ||||||||||||||||||
| Other income (expense) | - | |||||||||||||||||
| Interest expense | (246,722 | ) | (356,320 | ) | 109,598 | -31 | % | Decrease per payoff on the majority of loan balances | ||||||||||
| Interest (expense) related parties | (4,704 | ) | (34,802 | ) | 30,098 | -86 | % | Decrease per periodic paydowns on loan balances and loan payoffs. | ||||||||||
| Other income (expense), net | (16,470 | ) | 65,785 | (82,255 | ) | -125 | % |
Decreased other income relates primarily to certain
non-recurring sales of accounts. |
||||||||||
|
Gain on sale of business
|
3,033,554 | - | 3,033,554 | Increase pursuant to the gain on sale of FIS. | ||||||||||||||
| Unrealized gains (losses) on digital assets, net | (8,558 | ) | - | (8,558 | ) | Decrease per unrealized loss in digital assets | ||||||||||||
| Total other (expense) income | 2,757,100 | (325,337 | ) | 3,082,437 | -947 | % | ||||||||||||
| Net loss | (1,156,583 | ) | (837,314 | ) | (319,269 | ) | 38 | % | Fluctuation explained on an account basis above. | |||||||||
| Non-GAAP Measure | ||||||||||||||||||
| AEBITDA | (707,021 | ) | 408,606 | (749,530 | ) | -1,763 | % | Primarily lower due to fluctuations discussed above in the revenue and commission expense accounts. | ||||||||||
| 27 |
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024
| Nine Months ended | ||||||||||||||||||
| September 30, 2025 | September 30, 2024 | Value Fluctuation | Percent Fluctuation | Explanations | ||||||||||||||
| Commission Income | $ | 9,818,872 | $ | 10,757,238 | $ | (938,366 | ) | -8.72 | % | CI change primarily driven by loss of revenue from sale of FIS and lower medical commission revenues. | ||||||||
| Commission Expense (“CE”) | 3,454,147 | 3,065,152 | 388,995 | 13 | % | Increased CE primarily influenced by the general market conditions. | ||||||||||||
| Salaries and wages (“S&W”) | 8,705,682 | 5,494,551 | 3,211,131 | 58 | % | Increased S&W primarily due to non-cash share-based compensation offset by elimination of “FIS” salaries | ||||||||||||
| General and administrative expenses (“G&A”) | 4,129,842 | 3,188,033 | 941,809 | 30 | % | Increased G&A is substantially driven by director non-cash equity awards offset by OneFirm efficiencies and overall leaner operations. | ||||||||||||
| Marketing and advertising expenses (“M&A”) | 201,399 | 304,209 | (102,810 | ) | -34 | % | M&A decrease consistent with Company’s current marketing strategy | |||||||||||
| Change in estimated acquisition earn-out payables | - | 47,761 | (47,761 | ) | -100 | % | Decrease pursuant to the settlement of earn-out payables. | |||||||||||
| Depreciation and amortization (“D&A”) | 1,020,440 | 1,425,700 | (405,260 | ) | -28 | % | Decrease pursuant to passage of time as assets become fully amortized and the sale of the FIS assets. | |||||||||||
| Asset impairment | - | 3,922,110 | (3,922,110 | ) | -100 | % | No impaired assets during the current period. | |||||||||||
| Total operating expenses | 17,511,510 | 17,447,516 | 63,994 | 0 | % | |||||||||||||
| - | ||||||||||||||||||
| Loss from operations | (7,692,638 | ) | (6,690,278 | ) | (1,002,360 | ) | 15 | % | ||||||||||
| - | ||||||||||||||||||
| Other income (expense) | - | |||||||||||||||||
| Interest expense | (844,846 | ) | (1,091,966 | ) | 247,120 | -23 | % | Decrease per payoff on the majority of loan balances | ||||||||||
| Interest (expense) related parties | (50,811 | ) | (112,936 | ) | 62,125 | -55 | % | Decrease per periodic paydowns on loan balances and payoff on a large loan balance. | ||||||||||
| Other income (expense), net | (41,068 | ) | 65,807 | (106,875 | ) | -162 | % |
Decreased other income relates
primarily to certain
non-recurring sales of accounts. |
||||||||||
| Recognition and change in fair value of warrant liabilities | 156,000 | (156,000 | ) | -100 | % | Decrease pursuant to the redemption of all material derivative warrant liabilities. | ||||||||||||
| Gain on sale of business | 3,033,554 | - | 3,033,554 | Increase pursuant to the gain on sale of FIS. | ||||||||||||||
| Unrealized gains (losses) on digital assets, net | (8,558 | ) | - | (8,558 | ) | Decrease per unrealized loss in digital assets | ||||||||||||
| Total other (expense) income | 2,088,271 | (983,095 | ) | 3,071,366 | -312 | % | ||||||||||||
| Loss from continuing operations before tax | (5,604,367 | ) | (7,673,373 | ) | 2,069,006 | -27 | % | Fluctuation explained on an account basis above. | ||||||||||
| Non-GAAP Measure | ||||||||||||||||||
| AEBITDA | (918,706 | ) | (209,113 | ) | (709,593 | ) | 339 | % | Primarily lower due to fluctuations discussed above in the revenue and expense accounts. | |||||||||
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Non-GAAP Reconciliation from Net Loss to AEBITDA
The following table provides a reconciliation from net income (loss) to AEBITDA for the period three and nine months ended September 30, 2025 and September 30, 2024
| The Period Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | (1,156,583 | ) | (837,314 | ) | (5,604,367 | ) | (7,673,373 | ) | ||||||||
| Adjustments: | ||||||||||||||||
| Interest and related party interest expense | 251,426 | 391,122 | 895,657 | 1,204,902 | ||||||||||||
| Depreciation and amortization | 313,694 | 421,759 | 1,020,440 | 1,425,700 | ||||||||||||
| Asset impairment | - | - | - | 3,922,110 | ||||||||||||
| Share based compensation employees directors and third parties | 2,808,446 | 62,790 | 5,312,988 | 551,598 | ||||||||||||
| Change in estimated acquisition earn-out payables | - | - | 47,761 | |||||||||||||
| Other (income) expense, net | 16,470 | (65,785 | ) | 41,068 | (65,807 | ) | ||||||||||
| Transactional costs | 61,450 | 21,813 | 452,686 | 394,909 | ||||||||||||
| Non-standard costs | 23,072 | 48,124 | (12,182 | ) | 139,087 | |||||||||||
| Recognition and change in fair value of warrant liabilities | - | - | - | (156,000 | ) | |||||||||||
| Gain on sale of business | (3,033,554 | ) | (3,033,554 | ) | ||||||||||||
|
Unrealized gains (losses) on digital assets, net
|
8,558 | 8,558 | ||||||||||||||
| Total adjustments | 449,562 | 879,822 | 4,685,661 | 7,464,259 | ||||||||||||
| AEBITDA | (707,021 | ) | 42,508 | (918,706 | ) | (209,114 | ) | |||||||||
Liquidity and capital resources
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.
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. 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.
During the nine months ended September 30, 2025, the Company raised approximately $4.5 million in aggregate net proceeds through these equity financing programs. This included approximately $2.0 million under the ATM Program, $0.4 million under the ELOC, and $2.1 million from the Private Placement-2025. Subsequent to September 30, 2025, the Company received an additional $0.4 million in proceeds from the sale of Common Stock under the ELOC and ATM Program. These financings, together with the exercises of the Series J-PF Warrants, contributed to an approximate 590% increase in unrestricted cash since fiscal year-end 2024.
Under the Private Placement-2025, the Company issued pre-funded warrants (“Series J-PF Warrants”) and accompanying warrants (“Series J Warrants”) to purchase shares of Common Stock. The Series J-PF Warrants were fully exercised during the third quarter of 2025, while the Series J Warrants remain outstanding as of September 30, 2025. As of the date of this filing, approximately $9.3 million of capacity remained available under the ELOC, and the ATM Program had been substantially utilized.
Management intends to use the net proceeds from these financings for general corporate purposes, including working capital, technology development, and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy. Management continues to evaluate additional financing alternatives and believes that the combination of strengthened balance-sheet metrics, flexible equity facilities, and expected operational cash flows provides adequate liquidity to support both near-term needs and long-term strategic growth objectives.
As of September 30, 2025, we had a combined unrestricted and restricted total cash balance of approximately $3,503,000 and working capital of approximately $1,595,000, compared with a combined unrestricted and restricted total cash balance of approximately $1,798,000 and working capital of approximately $416,000 as of December 31, 2024.
Inflation
The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact on pricing and operating expenses in future periods due to the state of the economy and current inflation rates.
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Off-balance sheet arrangements
We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the nine months ended September 30, 2025.
Cash Flows
|
Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,469,000 | ) | (1,647,881 | ) | |||
| Net cash provided (used in) by investing activities | 4,289,000 | (58,787 | ) | |||||
| Net cash (used in) provided by financing activities | (1,115,000 | ) | 1,321,449 | |||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 1,706,000 | $ | (385,219 | ) | |||
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $1,469,000, compared to net cash flows used in operating activities of approximately $1,648,000 for the nine months ended September 30, 2024. The cash used includes a net loss of approximately $5,604,000, decreased by approximate non-cash adjustments of $3,408,000 related to depreciation and amortization of approximately $1,020,000, share based compensation of approximately $5,313,000, and amortization of debt costs, non-cash lease expense, and change in fair value of digital assets of approximately $108,000 as well as a net increase in cash due to changes of net working capital items of approximately $727,000.
Investing Activities
During the nine months ended September 30, 2025, cash flows provided by investing activities approximated $4,289,000 compared to cash flows used by investing activities of approximately $58,787 for the nine months ended September 30, 2024. The cash used during the nine months ended September 30, 2025 is primarily related proceeds from the sale of Fortman Insurance Services of approximately $4,447,000, offset by cash used to purchase fixed tangible and intangible assets of approximately $43,000, and investment of digital assets of approximately $115,000.
Financing Activities
During the nine months ended September 30, 2025, approximate cash used in financing activities was $1.1 million, as compared to approximately $1.3 million of cash provided for the nine months ended September 30, 2024. Net cash used in financing activities during the nine months ended September 30, 2025, related to net proceeds received from Private Placement-2025 of approximately $2.1 million, net related party loan payable proceeds of $0.2 million, net ELOC proceeds of approximately $0.3 million and net ATM proceeds of approximately $2.1 million, offset by debt principal, and net short-term financings repayments of approximately $5.8 million.
Significant Accounting Policies and Estimates
We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, and determined them to be effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings.
We are 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 accordingly, no legal contingencies are accrued as of September 30, 2025. Litigation relating to the insurance brokerage industry is not uncommon. As such we, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. You should consider carefully the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time. As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated from time to time. The following risk factors are applicable to our announced digital asset strategy and are being provided to supplement those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Risks Related to Our Business and Digital Asset Strategy
In addition to the other information set forth in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Recent Developments,” you should carefully consider the following risks related to our digital asset treasury strategy and policy (“Digital Asset Treasury” or “DAT”), which could materially affect our business, financial condition, results of operations, or the market price of our common stock.
Our financial results and the market price of our common stock could be affected by the prices and volatility of digital assets.
As part of our capital allocation strategy, we invest, or may invest, in digital assets such as Bitcoin, Ethereum, Solana, Cardano, and XRP. The prices of digital assets have historically been subject to extreme volatility and may fluctuate significantly in short periods of time. Under applicable accounting standards, our digital assets are measured at fair value with changes recognized in earnings, which may result in material charges or gains to our results of operations from period to period. Any decrease in the fair value of our digital assets could materially impact our financial results, create significant earnings volatility, and adversely affect the market price of our common stock. In addition, if investors perceive the value of our common stock to be linked to the value of our digital asset holdings, changes in the digital-asset markets may directly influence our stock price.
Our digital assets are less liquid than cash and cash equivalents and may not serve as a reliable source of liquidity.
Crypto markets have experienced significant volatility, periods of limited liquidity, and trading disruptions. We may not be able to liquidate our digital assets at favorable prices or at all during times of market stress. In addition, assets held with custodians or execution partners may be subject to operational, legal, or credit risks, and these entities do not have the same protections as regulated financial institutions. Insolvency or failure of a custodian or trading counterparty could result in delays or losses in recovering our digital assets. While the Company maintains other sources of liquidity, including an equity line of credit with White Lion Capital, proceeds from such facilities may be used for DAT purchases, which could further concentrate liquidity risk.
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Our digital asset treasury policy is new and untested.
There can be no assurance that our DAT policy will achieve its intended objectives or that our digital-asset acquisition strategy will be successful. The policy may be modified, suspended, or discontinued at any time at the discretion of our Board of Directors. If digital-asset prices decrease or our strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely impacted.
We may experience delays in implementing our digital asset treasury policy if we are unable to establish or maintain appropriate custodial arrangements.
We intend to hold substantially all digital assets in custody accounts at U.S.-based, institutional-grade custodians. As of the date of this report, our long-term custodial arrangements are in the process of being implemented. Any delay or inability to enter into or maintain custodial arrangements could adversely affect the timing, execution, and security of our DAT strategy.
If we were deemed to be an “investment company,” our ability to operate as currently conducted could be materially and adversely affected.
Because digital assets are relatively novel and the application of securities laws to them is uncertain, it is possible that regulators could determine that certain digital assets constitute securities. If any of our holdings were deemed investment securities for purposes of the Investment Company Act of 1940, we could become subject to burdensome regulatory restrictions or be required to alter or liquidate our holdings, which could materially adversely affect our operations and financial results.
We are not subject to the regulatory framework that governs investment companies or investment advisers.
Our digital-asset activities are not regulated as those of mutual funds, exchange-traded funds, or registered investment advisers. As a result, our operations may involve greater volatility, concentration risk, and management discretion than would be permitted under those regimes.
We may be subject to additional tax liabilities or regulatory changes affecting digital assets.
Future changes in U.S. federal income tax treatment or other regulations applicable to digital-asset activities could adversely affect our tax position or subject us to additional compliance costs, audits, or liabilities.
We face operational, technological, and security risks relating to digital-asset custody and transactions.
Security breaches, cyberattacks, loss of private keys, network failures, or human error could result in the loss of some or all of our digital assets. Such losses may not be covered by insurance or by the terms of our custodial agreements. The irreversibility of blockchain transactions heightens the risk of permanent loss.
Our digital-asset strategy may create complications with third-party service providers.
Certain insurance companies, financial institutions, or auditors may decline to transact or contract with companies engaging in digital-asset treasury activities, which could limit our access to services or increase operating costs.
Technological and market developments could render certain digital assets obsolete or less valuable.
The digital-asset ecosystem is characterized by rapid innovation and competition. The emergence or adoption of alternative protocols, including those backed by private entities or governments (such as central bank digital currencies), could diminish the utility or value of the digital assets we hold, adversely affecting our financial results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
Date of Transaction |
Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 |
Number of Securities Issued (or cancelled) (1) | Class of Securities | Value of Securities issued ($/per share) at Issuance | Were the Securities issued at a discount to market price at the time of issuance? (Yes/No) |
Individual/ Entity Securities were issued to (entities must have individual with voting/ investment control disclosed). |
Reason for Securities issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) |
Restricted or Unrestricted as of this filing? |
Exemption or Registration Type? | |||||||||||||||
| 8/27/2025 | New | 53,186 | Common | 0.9401 | No |
White Lion Capital Llc |
ELOC Commitment Fee Shares |
Unrestricted | 4 | (a)(2) | ||||||||||||||
|
9/3/2025 |
New | 110,668 | Common | 0 . 9036 | No |
Tomchei Shabbos D’lakewood |
Marketing Service Agreement |
Restricted | 4 | (a)(2) | ||||||||||||||
|
9/15/2025 |
New |
450,000 |
Common |
0.80 |
No | White Lion Capital Llc |
ELOC shares sales |
Unrestricted | 4 | (a)(2) | ||||||||||||||
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
(a) Amendment to Equity Line of Credit. On November 5, 2025, we entered into Amendment No. 1 to the Common Stock Purchase Agreement, dated August 26, 2025, with White Lion Capital, LLC (the “Amendment”). The Amendment permits us, during the commitment period, to deliver a Fixed Purchase Notice for the sale of common stock, subject to investor consent and the Company’s satisfaction of the Agreement’s conditions. Under a Fixed Purchase Notice, (i) the Fixed Purchase Price equals 90% of the lowest traded price of our common stock during the five-minute period immediately before we deliver the Fixed Purchase Notice; (ii) the Fixed Purchase Notice Limit is 5% of average daily trading volume (unless waived by the investor); and (iii) closing occurs on the next business day, with the investor wiring the Fixed Purchase Investment Amount by 5:00 p.m. New York time upon receipt of the DWAC-delivered shares. Except as modified, the Agreement remains in full force and effect. A copy of the Amendment is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q. This disclosure is provided in lieu of filing a separate Current Report on Form 8-K.
(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
(c)
During the quarter ended September 30, 2025, no director or officer
Item 6. Exhibits
The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.
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*Filed herewith
**Furnished herewith
† Management contract, compensation plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Reliance Global Group, Inc. | ||
| Date: November 6, 2025 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
| (principal executive officer) | ||
| Date: November 6, 2025 | By: | /s/ Joel Markovits |
| Joel Markovits | ||
| Chief Financial Officer | ||
| (principal financial officer and principal accounting officer) | ||
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