Financial Performance - Commission Income for 2025 was $12,430,959, a decrease of 12% from $14,054,361 in 2024, primarily due to portfolio realignments including the sale of Fortman Insurance Services, Employee Benefits Solutions, and U.S. Benefits Alliance[236]. - The company reported a net loss of $6,987,756 for the year ended December 31, 2025, a decrease of 23% compared to a net loss of $9,071,584 in 2024[239]. - AEBITDA for 2025 was $(1,596,628), reflecting a significant increase in losses of 397% compared to $(321,224) in 2024[239]. - Total operating expenses for 2025 were $21,443,955, a slight decrease of 1% from $21,749,680 in 2024, despite various fluctuations in specific expense categories[236]. Expenses - Commission Expense increased by 10% to $4,614,690 in 2025 from $4,189,599 in 2024, reflecting higher commissions associated with increased sales activity and market-driven increases in commission rates[236]. - Salaries and Wages rose significantly by 43% to $10,308,197 in 2025, up from $7,226,810 in 2024, largely due to non-cash share-based compensation[236]. - General and Administrative expenses increased by 16% to $4,910,823 in 2025, compared to $4,219,635 in 2024, driven by director non-cash equity awards[236]. Cash Flow - Cash balance as of December 31, 2025, was approximately $2,731,000, an increase from $1,798,000 in 2024, with restricted cash of $1,416,000[240]. - Net cash used in operating activities increased to $3,095,000 in 2025, up 23% from $2,515,000 in 2024[244]. - The company generated net cash flows from investing activities of approximately $5,328,000 in 2025, compared to a cash outflow of $83,000 in 2024[245]. - Net cash used in financing activities was approximately $1,300,000 in 2025, a reversal from net cash provided of $1,657,000 in 2024[246]. Strategic Initiatives - The Company completed a public offering on January 29, 2026, generating gross proceeds of approximately $2.0 million for working capital and strategic initiatives[230]. - The Company acquired approximately 8% of Enquantum Ltd. in February 2026, with potential to increase ownership to 51% through milestone-based investments[223]. - The Company adopted a digital asset treasury strategy in September 2025, holding digital assets subject to market price volatility as of December 31, 2025[225]. Compliance and Risks - The Company received a notification from Nasdaq on December 12, 2025, regarding non-compliance with the minimum bid price requirement, with a 180-day period to regain compliance[231]. - The company anticipates that inflation may materially impact pricing and operating expenses in future periods[241]. - The company had no off-balance sheet arrangements as defined in Regulation S-K[242]. Revenue Sources - The company’s revenue primarily consists of commissions from health insurance carriers, with additional revenue from contingent commissions based on performance targets[254][255]. Other - The company experienced a significant gain on the sale of business amounting to $3,182,917 in 2025[239].

Core Insights - Reliance Global Group, Inc. has promoted Moshe Fishman to Senior Vice President, Strategic Ventures, to drive growth in its core insurance and InsurTech operations while pursuing transformative growth through the EZRA International Group initiative [1][3] Group 1: EZRA Initiative - EZRA was established to acquire majority or controlling stakes in high-growth technology companies outside traditional insurance, aiming to act as a long-term owner and value builder [4] - The initiative targets opportunities that can significantly enhance Reliance's growth profile through transformative technologies, supported by a disciplined transaction approach and active post-close execution [4] Group 2: Role of Moshe Fishman - Fishman will lead the execution and scaling of the EZRA platform, including sourcing and evaluating opportunities, structuring and leading transactions, and collaborating with acquired companies post-closing [5] - Since joining Reliance in 2021, Fishman has been instrumental in integrating technology and artificial intelligence into the company's insurance operations, modernizing workflows, and improving data utilization for scalable growth [6] Group 3: Leadership and Strategy - Ezra Beyman, Chairman and CEO of Reliance, emphasized Fishman's strong leadership in transaction structuring and integration, which is crucial for moving from strategy formation to platform execution [7] - Fishman stated that the insurance business provides a stable foundation for the company, while EZRA allows for the pursuit of long-term growth opportunities through disciplined execution and selective acquisitions [7]

Core Viewpoint - Reliance Global Group is changing its ticker symbol from "RELI" to "EZRA" to better reflect its strategic evolution towards technology-focused acquisitions [1] Group 1: Ticker Symbol Change - The ticker symbol change will be effective at the open of trading on January 26 [1] - The company's common stock will continue to be listed on NASDAQ, and the CUSIP number will remain unchanged [1] Group 2: Strategic Evolution - The change is part of the formation of EZRA International Group, which will focus on acquiring controlling stakes in technology companies [1] - Initial emphasis will be on sectors such as cybersecurity, artificial intelligence, data analytics, FinTech, InsurTech, MedTech, and digital health [1] Group 3: Acquisition Plans - The company plans to acquire a majority stake in Scentech, an AI diagnostics company [1] - The Scentech transaction is structured around clinical, regulatory, and operational milestones [1] - This acquisition represents the first anticipated move under EZRA International Group, aiming for high-impact, technology-driven opportunities with significant long-term potential [1]

As filed with the Securities and Exchange Commission on January 22, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Reliance Global Group, Inc. (Exact name of registrant as specified in its charter) Incorporation or Organization) Classification Code Number) Identification Number) (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Florida 6411 46-3390293 300 Blvd. of th ...

Core Viewpoint - Reliance Global Group (RELI) will change its ticker symbol on the NASDAQ Capital Market to EZRA starting January 26, which aims to better reflect the company's strategic evolution, including the formation of EZRA [1] Company Summary - The ticker symbol change is part of a broader strategic evolution for Reliance Global Group [1] - The new ticker symbol EZRA is intended to align with the company's recent developments and initiatives [1]

Core Viewpoint - Reliance Global Group, Inc. is changing its ticker symbol from "RELI" to "EZRA" on January 26, 2026, to better reflect its strategic evolution and focus on technology acquisitions [1][2]. Group 1: Ticker Symbol Change - The ticker symbol change aims to align with the formation of EZRA International Group, which will focus on acquiring controlling stakes in technology companies, particularly in sectors like cybersecurity, AI, FinTech, InsurTech, MedTech, and digital health [2]. - The transition to the new ticker symbol will not require any action from shareholders, and existing share certificates will remain valid [4]. Group 2: Acquisition Strategy - The company has announced plans to acquire a majority stake in Scentech, an AI diagnostics firm specializing in non-invasive disease detection technologies, marking the first acquisition under EZRA International Group [3]. - This acquisition strategy is designed to identify and scale breakthrough technologies that can create long-term value, complementing the stable cash flow from the company's insurance holdings [4]. Group 3: Company Overview - Reliance Global Group, Inc. is an InsurTech pioneer utilizing AI and cloud technologies to enhance efficiencies in the insurance industry [5]. - The company's platforms, including RELI Exchange and 5minuteinsure.com, provide tools for independent insurance agencies and competitive online insurance quotes for consumers [5].

Core Viewpoint - Reliance Global Group, Inc. has announced a non-binding term sheet to acquire a majority equity position in Scent Medical Technologies Ltd, marking the first strategic acquisition for its new division, Ezra International Group, which focuses on technology-driven investments [1][7]. Company Overview - Reliance Global Group, Inc. operates in the InsurTech sector, utilizing artificial intelligence and cloud-based technologies to enhance efficiencies in the insurance industry. The company offers a suite of business development tools for independent insurance agencies and provides competitive online insurance quotes to consumers [10]. Acquisition Details - The acquisition aims to secure majority ownership of Scentech, contingent upon achieving defined clinical, regulatory, and operational milestones over time. The structure of the transaction is designed to manage development and execution risks through a milestone-based approach [1][7]. Scentech's Technology - Scentech is developing AI technologies for diagnostics, specifically focusing on breath-based molecular testing platforms. Its product candidates, VOX and VocTracer, are intended for early detection of pancreatic cancer and healthcare-associated infections, respectively [2][3][9]. - The initial target markets for Scentech's platform are estimated to represent a potential global market of $5-10 billion, with a commercial plan based on an 'instrument-plus-consumables' model to generate recurring revenue [5]. Development and Validation - Scentech's product candidates are still under development and have not yet received clinical validation or regulatory approval. The company has invested significantly in laboratory infrastructure and automated sampling technologies [4][8]. - The technology aims to provide non-invasive early detection and screening, potentially complementing existing diagnostic pathways [3][4]. Management Perspective - The CEO of Reliance Global Group emphasized the importance of early detection in improving patient outcomes and healthcare economics. The acquisition aligns with the company's mission to leverage AI to disrupt traditional industries and create long-term shareholder value [6][7].

Core Insights - Reliance Global Group, Inc. has announced the formation of EZRA International Group, a new division aimed at acquiring controlling stakes in high-tech Israeli companies, focusing on sectors such as Cybersecurity, AI & Data Analytics, FinTech & InsurTech, and MedTech & Digital Health [1][2] - The strategy is designed to leverage the company's public listing and anticipated cash flow to provide shareholders with exposure to innovative, high-growth technologies, potentially unlocking significant value [2][3] Company Strategy - EZRA International Group will focus on acquiring significant ownership stakes to influence strategy, governance, capital formation, and execution, positioning the company for long-term growth and value creation [2] - The company aims to benefit from its ties and expertise within the Israeli innovation ecosystem, which is characterized by technical talent, entrepreneurial culture, and capital efficiency [3] Business Overview - Reliance Global Group, Inc. is an InsurTech pioneer utilizing AI and cloud-based technologies to enhance efficiencies in the insurance agency and brokerage industry [4] - The company's platform, RELI Exchange, offers independent insurance agencies a suite of business development tools, while its consumer platform, 5minuteinsure.com, provides quick online insurance quotes [4]

Core Insights - Reliance Global Group, Inc. has finalized the sale of two non-core subsidiaries, Employee Benefits Solutions, LLC and U.S. Benefits Alliance, LLC, as part of a balance sheet rationalization program aimed at enhancing the company's ability to pursue new initiatives [1][2] - The company plans to use 50% of the net proceeds from the sale to reduce debt, with the remaining funds reinvested into strategic business initiatives [2][3] Financial Strategy - The sale is part of a broader strategy to focus on areas that are expected to yield better returns on investment, with Reliance having integrated strategic elements of the sold subsidiaries into its core operations [2][3] - The company has successfully reduced its long-term debt by approximately $6 million, or over 50%, during 2025, which strengthens its balance sheet and increases investment capacity [3] Business Operations - Reliance Global Group operates the RELI Exchange platform, which provides independent insurance agencies with business development tools, and the 5minuteinsure.com platform, which offers competitive online insurance quotes [4] - The company aims to enhance its competitive position and scale its operations through reinvestment in its core platforms following the divestiture [3][4]

Core Insights - Reliance Global Group, Inc. has entered into a non-binding letter of intent to sell its subsidiaries, U.S. Benefits Alliance, LLC and Employee Benefits Solutions, LLC, as part of its strategy to monetize non-core assets and strengthen its balance sheet [1][2] - The company plans to use 50% of the net proceeds from the sale to reduce debt, enhancing its financial flexibility and capital structure [2][3] - The remaining proceeds will be allocated to business development initiatives, particularly focusing on expanding the platforms RELI Exchange and 5minuteinsure.com, which aim to innovate the insurance market [2][3] Company Strategy - The sale of the EBS/USBA business unit is a significant step in Reliance's transformation into a technology-first wholesale insurance organization [2] - The company emphasizes a disciplined capital allocation strategy, aiming to sharpen its focus on segments with the greatest long-term opportunities for scale and profitability [2][3] - Reliance Global Group is leveraging AI and cloud-based technologies to improve efficiencies in the insurance agency and brokerage industry [3] Business Platforms - RELI Exchange provides independent insurance agencies with a suite of business development tools to compete effectively against larger national agencies [3] - 5minuteinsure.com utilizes AI and data mining to deliver quick and personalized insurance quotes to consumers, enhancing user experience in purchasing auto, home, and life insurance [3]