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Reliance (RELI) - 2025 Q2 - Quarterly Report

FORM 10-Q Filing Information This section provides the administrative details of the Form 10-Q filing for Reliance Global Group, Inc. for the quarterly period ended June 30, 2025, including its registration status, trading symbols, and outstanding common stock shares - The registrant is filing a quarterly report for the period ended June 30, 20252 Trading Symbols and Exchanges | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Common Stock | RELI | The Nasdaq Capital Market | | Series A Warrants | RELIW | The Nasdaq Capital Market | - As of July 30, 2025, the registrant had 4,346,054 shares of common stock outstanding7 - The registrant is classified as a Non-accelerated filer and a Smaller reporting company5 TABLE OF CONTENTS This section presents the table of contents for the Form 10-Q, outlining the report's structure into Part I (Financial Information) and Part II (Other Information) - The report is divided into two main parts: Part I - Financial Information and Part II - Other Information9 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for Reliance Global Group, Inc. and its subsidiaries, along with detailed notes explaining significant accounting policies and financial activities Condensed Consolidated Balance Sheets The condensed consolidated balance sheets present the company's financial position, showing changes in assets, liabilities, and equity between June 30, 2025, and December 31, 2024 Financial Position | Metric | June 30, 2025 | December 31, 2024 | Change | |---|---|---|---| | Cash | $1,957,000 | $372,695 | +$1,584,305 | | Restricted cash | $1,418,211 | $1,424,999 | -$6,788 | | Total current assets | $7,109,752 | $3,989,455 | +$3,120,297 | | Assets held for sale | $2,299,767 | $- | +$2,299,767 | | Total assets | $18,009,715 | $17,315,077 | +$694,638 | | Total current liabilities | $5,020,632 | $3,573,764 | +$1,446,868 | | Current portion of loans payables, related parties | $1,354,093 | $453,177 | +$900,916 | | Liabilities related to assets held for sale | $289,732 | $- | +$289,732 | | Total liabilities | $14,928,097 | $14,317,835 | +$610,262 | | Total stockholders' equity | $3,081,618 | $2,997,242 | +$84,376 | Condensed Consolidated Statements of Operations The condensed consolidated statements of operations detail net loss and revenue trends for the three and six months ended June 30, 2025, compared to the prior year Statements of Operations Three Months Ended June 30: | Metric | 2025 | 2024 | Change | |---|---|---|---| | Total revenue | $3,086,677 | $3,233,342 | -$146,665 (-5%) | | Total operating expenses | $5,458,490 | $4,379,920 | +$1,078,570 (+25%) | | Loss from operations | $(2,371,813) | $(1,146,578) | -$1,225,235 (+107%) | | Net loss | $(2,710,901) | $(1,489,395) | -$1,221,506 (+82%) | | Basic loss per share | $(0.85) | $(2.76) | +$1.91 | Six Months Ended June 30: | Metric | 2025 | 2024 | Change | |---|---|---|---| | Total revenue | $7,322,897 | $7,315,780 | +$7,117 (0%) | | Total operating expenses | $11,101,855 | $13,494,079 | -$2,392,224 (-18%) | | Loss from operations | $(3,778,958) | $(6,178,299) | +$2,399,341 (-39%) | | Net loss | $(4,447,786) | $(6,836,057) | +$2,388,271 (-35%) | | Basic loss per share | $(1.53) | $(14.77) | +$13.24 | Condensed Consolidated Statements of Stockholders' Equity The statements of stockholders' equity show an increase in total stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by additional paid-in capital, partially offset by net losses Stockholders' Equity Summary | Metric | December 31, 2024 | June 30, 2025 | Change | |---|---|---|---| | Total Stockholders' Equity | $2,997,242 | $3,081,618 | +$84,376 | | Common shares outstanding | 2,250,210 | 3,098,876 | +848,666 | | Additional Paid-in Capital | $50,877,307 | $55,336,447 | +$4,459,140 | | Accumulated Deficit | $(48,073,549) | $(52,521,332) | -$4,447,783 | - Key contributors to additional paid-in capital during the six months ended June 30, 2025, include $974,985 from common share-based compensation, $141,750 for common shares issued for services, $239,425 for common shares issued for acquisition prepayment, and $2,148,631 from the Series J Private Placement17 Condensed Consolidated Statements of Cash Flows The condensed consolidated statements of cash flows indicate a significant net increase in cash and restricted cash for the six months ended June 30, 2025, primarily driven by financing activities Cash Flow Summary Six Months Ended June 30: | Cash Flow Activity | 2025 | 2024 | Change | |---|---|---|---| | Net cash used in operating activities | $(654,681) | $(889,594) | +$234,913 | | Net cash used in investing activities | $(27,137) | $(36,531) | +$9,394 | | Net cash provided by financing activities | $2,259,335 | $1,002,825 | +$1,256,510 | | Net increase in cash and restricted cash | $1,577,517 | $76,700 | +$1,500,817 | | Cash and restricted cash at end of year | $3,375,211 | $2,815,611 | +$559,600 | Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, offering crucial context for the reported financial figures NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES This note summarizes the company's business, basis of financial statement presentation, key accounting policies, and management's assessment of going concern - The company was incorporated in Florida on August 2, 2013, and its financial statements are prepared in accordance with U.S. GAAP for interim financial information2324 Financial Position (June 30, 2025) | Metric | Amount | |---|---| | Cash and restricted cash | ~$3,375,000 | | Current assets | ~$7,110,000 | | Current liabilities | ~$5,021,000 | | Working capital | ~$2,089,000 | | Stockholders' equity | ~$3,082,000 | | Loss from operations (six months) | ~$3,779,000 | | Net loss (six months) | ~$4,448,000 | - Management believes its financial position and ability to raise capital are reasonable and sufficient, with no substantial doubt about the Company's ability to continue as a going concern within one year27 Revenue Disaggregation and Major Customers Revenue Disaggregation by Line of Business: | Period Ended June 30, 2025 | Medical | Life | Property and Casualty | Total | |---|---|---|---|---| | Three months | $2,191,694 | $27,783 | $867,200 | $3,086,677 | | Six months | $5,475,140 | $64,730 | $1,783,027 | $7,322,897 | Major Insurance Carrier Customers (10% or more of total revenue): | Insurance Carrier | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | |---|---|---|---|---| | Priority Health | 19% | 22% | 32% | 35% | | BlueCross BlueShield | 13% | 11% | 15% | 12% | NOTE 2. INTANGIBLE ASSETS This note details the company's intangible assets, including their gross carrying amounts, accumulated amortization, and net carrying amounts, along with expected amortization expense Intangible Assets and Amortization Intangible Assets (Net Carrying Amount): | Category | June 30, 2025 | December 31, 2024 | |---|---|---| | Trade name and trademarks | $145,811 | $221,436 | | Internally developed software | $624,804 | $785,111 | | Customer relationships | $3,126,591 | $4,191,914 | | Purchased software | $1,671 | $2,234 | | Non-competition agreements | $137,700 | $223,202 | | Total | $4,036,577 | $5,423,897 | Expected Amortization Expense: | Years Ending December 31, | Amortization Expense | |---|---| | 2025 (remaining) | $610,720 | | 2026 | $977,056 | | 2027 | $636,427 | | 2028 | $545,606 | | 2029 | $466,272 | | Thereafter | $800,496 | | Total | $4,036,577 | NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS This note details the company's long-term debt, primarily term loans from Oak Street Funding LLC, and short-term financings, including outstanding balances and maturities Debt Overview Long-Term Debt (Collateralized by commission revenues): | Lender/Purpose | June 30, 2025 | December 31, 2024 | |---|---|---| | Oak Street Term Loan (EBS and USBA) | $270,758 | $305,996 | | Oak Street Senior Secured (CCS) | $453,657 | $507,307 | | Oak Street Term Loan (SWMT) | $537,007 | $593,527 | | Oak Street Term Loan (FIS) | $1,366,017 | $1,505,894 | | Oak Street Term Loan (ABC) | $2,300,410 | $2,514,031 | | Oak Street Term Loan (Barra & Associates) | $5,374,461 | $5,633,564 | | Total Long-Term Debt (Gross) | $10,302,310 | $11,060,319 | | Less: Current portion | $(1,671,276) | $(1,591,919) | | Long-Term Debt (Net) | $8,631,034 | $9,468,400 | Maturities of Long-Term Debt (as of June 30, 2025): | Years Ending December 31, | Amount | |---|---| | 2025 (remaining six months) | $813,928 | | 2026 | $1,755,061 | | 2027 | $1,934,939 | | 2028 | $2,096,550 | | 2029 | $1,537,789 | | Thereafter | $2,377,961 | | Total | $10,516,228 | | Less: debt issuance costs | $(213,918) | | Total (Net) | $10,302,310 | - Subsequent to June 30, 2025, the Company prepaid $4,997,292 of its Oak Street long-term debt using proceeds from the Fortman sale, reducing the adjusted remaining outstanding balance to $5,374,461 (net of debt issuance costs)39 Short-Term Financings: | Metric | June 30, 2025 | December 31, 2024 | |---|---|---| | Balances outstanding | $106,211 | $58,829 | | Interest rates | Up to 11.95% per annum | Up to 11.95% per annum | NOTE 4. EQUITY This note details changes in the company's equity, including common stock issuances, the impact of a reverse stock split, equity-based compensation, and the Series J Private Placement - A 1-for-17 reverse stock split was effectuated on July 1, 2024, retroactively adjusting all share and per share information42 Common Stock and Equity Compensation Common Stock Outstanding: | Date | Shares Outstanding | |---|---| | June 30, 2025 | 3,098,876 | | December 31, 2024 | 2,250,210 | | Increase | 848,666 | Equity-based Compensation Expense: | Period | 2025 | 2024 | |---|---|---| | Three months ended June 30 | $877,368 | $245,766 | | Six months ended June 30 | $1,852,353 | $264,331 | - The 2025 Equity Incentive Plan was approved, authorizing 2,000,000 shares for issuance, with 307,327 shares remaining available after the July Grant5355 - The Series J Private Placement on June 18, 2025, generated approximately $2.5 million in gross proceeds and $2.15 million in net proceeds, through the issuance of pre-funded warrants and warrants to purchase common stock5657 NOTE 5. EARNINGS (LOSS) PER SHARE This note details the calculation of basic and diluted earnings per share (EPS), reflecting a loss from continuing operations for the three and six months ended June 30, 2025 and 2024 Loss Per Share Basic and Diluted Loss Per Share: | Period | June 30, 2025 | June 30, 2024 | |---|---|---| | Three Months Ended: ||| | Loss per common share – basic | $(0.85) | $(2.76) | | Loss per common share – diluted | $(0.85) | $(2.76) | | Weighted average common shares, basic | 3,198,461 | 539,133 | | Six Months Ended: ||| | Loss per common share – basic | $(1.53) | $(14.77) | | Loss per common share – diluted | $(1.53) | $(14.77) | | Weighted average common shares, basic | 2,907,209 | 462,773 | - Anti-dilutive securities, including shares subject to outstanding options, warrants, and unvested stock awards, were excluded from the diluted net loss per common share calculation66 NOTE 6. LEASES This note provides information on the company's operating lease expenses and future minimum lease payments, excluding leases related to Fortman Insurance, LLC Lease Information Operating Lease Expense: | Period | 2025 | 2024 | |---|---|---| | Three months ended June 30 | $108,697 | $102,073 | | Six months ended June 30 | $216,362 | $207,029 | Future Minimum Lease Payments (excluding Fortman Leases): | Fiscal year ending December 31, | Operating Lease Obligations | |---|---| | 2025 (remainder six months) | $188,204 | | 2026 | $379,175 | | 2027 | $350,029 | | 2028 | $318,383 | | 2029 | $142,195 | | Thereafter | $52,442 | | Total undiscounted operating lease payments | $1,430,428 | | Less: Imputed interest | $(224,233) | | Present value of operating lease liabilities | $1,206,195 | - The weighted average remaining lease term for operating leases was 4.59 years, and the weighted average discount rate was 9.43% as of June 30, 202567 NOTE 7. COMMITMENTS AND CONTINGENCIES This note addresses the company's legal contingencies, stating that management does not believe current matters will have a material adverse effect on its financial position or operations - The Company is subject to various legal proceedings and claims arising in the ordinary course of business71 - Management does not believe the outcome of any current legal matters will have a material adverse effect on the business, financial position, results of operations, or cash flows71 NOTE 8. RELATED PARTY TRANSACTIONS This note details related party transactions, primarily focusing on the Revolving Credit Facility Agreement with YES Americana Group, LLC, and outstanding loans payable to related parties - The Company entered into a Revolving Credit Facility Agreement with YES Americana Group, LLC for up to $2,000,000, bearing interest at 0.1% per annum, to provide additional working capital72 Related Party Loans and Interest Loans Payable, Related Parties (Current Portion): | Related Party | June 30, 2025 | December 31, 2024 | |---|---|---| | Deferred Purchase Price Liability | $136,075 | $241,707 | | Asset Purchase Agreement Liability | $194,471 | $208,358 | | Yes Americana Payable | $1,023,547 | $- | | Total Current Portion | $1,354,093 | $453,177 | Interest Expense, Related Parties: | Period | June 30, 2025 | June 30, 2024 | |---|---|---| | Three Months Ended | $21,346 | $37,525 | | Six Months Ended | $46,106 | $78,134 | - Subsequent to June 30, 2025, the Asset Purchase Agreement Liability of $552,931 was repaid in full74 NOTE 9. SEGMENT REPORTING This note provides financial results for the company's Insurance Segment, detailing revenues and significant expenses, which collectively resulted in a net loss Insurance Segment Performance Insurance Segment Financial Results: | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Total revenues | $3,086,677 | $3,233,342 | $7,322,897 | $7,315,780 | | Insurance Segment Net Loss | $(2,710,901) | $(1,489,395) | $(4,447,786) | $(6,836,057) | NOTE 10. ASSETS AND RELATED LIABILITIES HELD FOR SALE This note describes the reclassification of Fortman Insurance Services, LLC assets and liabilities as held for sale, and the expected gain from its sale - The Company committed to a plan to sell Fortman Insurance Services, LLC during Q2 2025 to focus on core operations and pay off long-term debt76 - The disposal group was classified as held for sale as of June 30, 2025, but not as a discontinued operation, as it does not represent a strategic shift with a major effect on operations76 Fortman Insurance Services, LLC Assets and Liabilities Classified as Held for Sale (June 30, 2025): | Category | Amount | |---|---| | Assets held for sale | $2,299,767 | | Liabilities related to assets held for sale | $289,732 | Fortman Pre-tax Net Income: | Period | 2025 | 2024 | |---|---|---| | Three months ended June 30 | $25,373 | $9,334 | | Six months ended June 30 | $105,337 | $8,917 | - The Company expects to recognize an estimated gain on sale of $2.99 million during the third quarter of 202578 NOTE 11. SUBSEQUENT EVENTS This note outlines significant events occurring after June 30, 2025, including the Fortman sale and the termination of the Spetner Agreement - The sale of Fortman Insurance Services, LLC closed on July 7, 2025, for $5,000,000 cash, with an effective date of July 1, 202580 - The Stock Exchange Agreement with Spetner Associates, Inc. was terminated on July 22, 2025, leading to the expensing of 297,064 common shares (valued at $568,855) previously issued as non-refundable prepayments for the contemplated acquisition8283 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results for the period ended June 30, 2025, including strategic initiatives and financial performance analysis Cautionary Note Regarding Forward-Looking Statements This section advises readers that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections - All statements other than historical facts, including those regarding strategy, future financial condition, operations, revenues, earnings, business prospects, potential acquisitions, and management plans, are forward-looking statements85 - Key risks include the need to raise additional capital, ability to maintain Nasdaq listing, stock price volatility, successful execution of acquisition strategy, retention of key personnel, revenue generation, insurance industry risks, economic conditions, cybersecurity, and legal proceedings90 Overview Reliance Global Group, Inc. operates as a diversified company primarily focused on the insurance market, pursuing an aggressive acquisition strategy of wholesale and retail insurance agencies - Reliance Global Group, Inc. operates as a diversified company in the insurance market, focusing on an aggressive acquisition strategy for wholesale and retail insurance agencies8788 - The company launched 5MinuteInsure.com (5MI) in 2021, an Insurtech platform using AI and data mining to provide instant car and home insurance quotes in 46 states9091 - RELI Exchange, a B2B InsurTech platform, builds on 5MI's technology, providing white-labeled platforms to agency partners and increasing its agent roster by over 300% since inception92 Business Operations The company has adopted a 'OneFirm' strategy to unify its owned and operated agencies, promoting cross-selling, collaboration, and efficient human capital deployment - The 'OneFirm' strategy unifies company-owned agencies for efficient cross-selling, cross-collaboration, and human capital deployment93 - This strategy aims to enhance market presence, improve carrier relationships for better commission/bonus contracts, and facilitate rapid scaling of acquisitions under the RELI Exchange brand93 Business Trends and Uncertainties The insurance intermediary business is highly competitive, facing challenges from numerous firms, direct sales by insurance companies, and technology companies entering the space - The insurance intermediary business is highly competitive, with numerous firms, including those with established carrier relationships or significant niche market presence95 - Competition also arises from insurance companies directly selling policies and technology companies entering the insurance intermediary business95 Insurance Operations The company's insurance operations focus on acquiring and managing undervalued wholesale and retail insurance agencies in growing or underserved segments - Insurance operations focus on acquiring and managing undervalued wholesale and retail insurance agencies in growing or underserved segments (e.g., healthcare, Medicare, P&C)96 - The strategy is to expand these agencies nationally and improve operational efficiencies to increase revenues, profits, and asset value, while generating cash flows96 Insurance Acquisitions and Strategic Activities As of June 30, 2025, the company has acquired multiple insurance brokerages, aiming to leverage these acquisitions to offer lower rates and boost its competitive position - As of June 30, 2025, the company has acquired nine insurance agencies, including US Benefits Alliance, Employee Benefit Solutions, Commercial Solutions of Insurance Agency, Southwestern Montana Insurance Center, Fortman Insurance Agency, Altruis Benefits Consultants, UIS Agency, J.P. Kush and Associates, and Barra & Associates, LLC9798 - The acquisition strategy aims to increase the company's reach within the insurance arena, potentially allowing for lower rates and an improved competitive position97 Recent Developments Recent developments include the Series J Private Placement, the sale of Fortman Insurance Services, LLC, and the termination of the Spetner Agreement - The Series J Private Placement, closed on June 20, 2025, generated approximately $2.5 million in gross proceeds and $2.15 million in net proceeds99 - The sale of Fortman Insurance Services, LLC closed on July 7, 2025, for $5,000,000 cash consideration, with an estimated gain on sale of $2.99 million expected in Q3 2025100104 - The termination of the Spetner Agreement on July 22, 2025, led to the expensing of 297,064 common shares (valued at $568,855) previously issued as non-refundable prepayments for the contemplated acquisition107108 - In July 2025, the Company repaid $4,997,292 of its Oak Street long-term debt using proceeds from the Fortman sale, reducing the outstanding balance to $5,374,461 (net of debt issuance costs)106 Non-GAAP Financial Measure This section defines Adjusted EBITDA (AEBITDA) as a key non-GAAP financial performance metric used by management to evaluate operational performance - Adjusted EBITDA (AEBITDA) is a non-GAAP financial measure used by management to evaluate operational performance and compare results across reporting periods110 - AEBITDA excludes interest, depreciation, amortization, asset impairments, equity-based compensation, changes in earn-out payables, warrant liabilities, other income/expense, transactional costs, and non-standard costs111112 - AEBITDA for the six months ended June 30, 2025, improved by 16% to $(211,688) compared to $(251,620) in the prior year, primarily due to OneFirm efficiencies and leaner operations117 Non-GAAP Reconciliation from Net Loss to AEBITDA This sub-section provides a tabular reconciliation of net income (loss) to Adjusted EBITDA (AEBITDA) for the three and six months ended June 30, 2025 and 2024 AEBITDA Reconciliation | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Net income (loss) | $(2,710,901) | $(1,489,395) | $(4,447,786) | $(6,836,057) | | Total adjustments | $2,329,211 | $1,311,429 | $4,236,098 | $6,584,437 | | AEBITDA | $(381,690) | $(177,966) | $(211,688) | $(251,620) | Liquidity and Capital Resources The company's liquidity significantly improved as of June 30, 2025, with a substantial increase in cash balance and working capital, bolstered by the Series J Private Placement Liquidity Position | Metric | June 30, 2025 | December 31, 2024 | |---|---|---| | Cash balance | ~$3,375,000 | ~$1,798,000 | | Working capital | ~$2,089,000 | ~$416,000 | - The Series J Private Placement, closed around June 20, 2025, provided estimated net proceeds of $2.15 million, intended for working capital and general corporate purposes120121 Inflation The company acknowledges that inflation could materially impact its pricing and operating expenses in future periods, particularly for sensitive costs like labor, employee benefits, and facility leases - Inflation may materially impact pricing and operating expenses in future periods, especially for labor, employee benefits, and facility leases122 Off-balance sheet arrangements The company reported no off-balance sheet arrangements during the six months ended June 30, 2025 - No off-balance sheet arrangements were in place during the six months ended June 30, 2025123 Cash Flows The company experienced a significant net increase in cash and restricted cash for the six months ended June 30, 2025, primarily driven by financing activities Summary of Cash Flows (Six Months Ended June 30) | Activity | 2025 | 2024 | Change | |---|---|---|---| | Net cash used in operating activities | $(654,681) | $(889,594) | +$234,913 | | Net cash used in investing activities | $(27,137) | $(36,531) | +$9,394 | | Net cash provided by financing activities | $2,259,335 | $1,002,825 | +$1,256,510 | | Net increase in cash, cash equivalents, and restricted cash | $1,577,517 | $76,700 | +$1,500,817 | - Net cash used in operating activities decreased by approximately $235,000, primarily due to non-cash adjustments and a net increase in working capital items126 - Net cash provided by financing activities increased by approximately $1.26 million, driven by proceeds from related party loans ($1.1 million) and private placement offerings ($2.1 million), partially offset by debt repayments128 Significant Accounting Policies and Estimates The company refers to its Annual Report on Form 10-K for a detailed description of its significant accounting policies and critical accounting estimates - No significant changes in accounting policies or critical accounting estimates have occurred since December 31, 2024129 Item 3. Quantitative and Qualitative Disclosures About Market Risk. This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - This item is not applicable to the company130 Item 4. Controls and Procedures. This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and reports no material changes in internal control over financial reporting - The CEO and CFO evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and determined them to be effective132 - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter133 PART II - OTHER INFORMATION Item 1. Legal Proceedings. The company is involved in various legal proceedings and claims in the ordinary course of business but management does not anticipate any material adverse effect on its financial position or operations - The Company is subject to various legal proceedings and claims arising in the ordinary course of business134 - Management does not believe the outcome of any current legal matters will have a material adverse effect on the business, financial position, results of operations, or cash flows, and no legal contingencies are accrued134 Item 1A. Risk Factors. This section directs readers to the company's Annual Report on Form 10-K for a comprehensive discussion of risk factors - Investing in the common stock involves a high degree of risk, and readers should refer to the Annual Report on Form 10-K for a detailed discussion of risk factors135 - As a smaller reporting company, the Company is not required to disclose material changes to risk factors in this Form 10-Q135 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section reports unregistered sales of equity securities during the quarter ended June 30, 2025, detailing common shares issued for services as prepayments Unregistered Sales of Equity Securities (Quarter Ended June 30, 2025) | Date of Transaction | Number of Securities Issued | Class of Securities | Value of Securities issued ($/per share) | Securities issued at a discount to market price at the time of issuance? | Securities were issued to | Reason for issuance | Restricted or Unrestricted as of this filing? | Exemption or Registration Type? | |---|---|---|---|---|---|---|---|---| | 5/30/2025 | 41,322 | Common | 1.21 | No | Outside the Box Capital, Inc. | Prepayment for services | Restricted | 4(2) | | 5/30/2025 | 82,645 | Common | 1.21 | No | Tie Out Investments Inc. | Prepayment for services | Restricted | 4(2) | Item 3. Defaults Upon Senior Securities. This section states that there are no applicable defaults upon senior securities for the company - This item is not applicable to the company137 Item 4. Mine Safety Disclosures. This section states that there are no applicable mine safety disclosures for the company - This item is not applicable to the company138 Item 5. Other Information. This section confirms no material changes to procedures for recommending Board nominees and no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers - No material changes to procedures for recommending Board nominees have occurred139 - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025140 Item 6. Exhibits. This section lists all exhibits filed or furnished with the Quarterly Report on Form 10-Q, including corporate governance documents, financial agreements, and regulatory certifications - The exhibits include various corporate governance documents (Articles of Incorporation, Bylaws), financial agreements (Revolving Credit Facility Agreement), and regulatory certifications (CEO/CFO certifications)141142 SIGNATURES This section contains the official signatures of Reliance Global Group, Inc.'s Chief Executive Officer, Ezra Beyman, and Chief Financial Officer, Joel Markovits, certifying the report's filing - The report was signed on behalf of Reliance Global Group, Inc. by Ezra Beyman, Chief Executive Officer, and Joel Markovits, Chief Financial Officer, on July 30, 2025145146