EZRA

New in FY2025

• Risk Factors.” If one or more of these risks or uncertainties materialize, or if any of our underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report.
• Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.
• Unless the context requires otherwise, references to “Reliance Global Group,” the “Company,” “we,” “our,” Item 1.
• BUSINESS Overview Reliance Global Group, Inc.
• (“Reliance,” “we”, “us”, or the “Company”) was incorporated in Florida on August 2, 2013 under the name Ethos Media Network, Inc.
• In September 2018, Reliance Global Holdings, LLC, a related party, acquired a controlling interest in the Company.
• On October 18, 2018, the Company changed its name to Reliance Global Group, Inc.
• Effective January 26, 2026, we changed our ticker symbol on the Nasdaq Capital Market from “RELI” to “EZRA.” We operate as a holding company that acquires, owns, and actively manages insurance and technology-focused businesses.
• Historically, our primary focus has been the acquisition and operation of wholesale and retail insurance agencies, together with the development of proprietary InsurTech platforms designed to enhance distribution efficiency, scalability, and operational integration.
• Our strategy has historically been to acquire businesses in fragmented markets, centralize operational infrastructure, leverage proprietary technology, and generate recurring cash flows while pursuing long-term value creation.
• We continue to expand our strategy as outlined in recent developments with Scale 51 and to evaluate opportunities consistent with this holding company model.
• As of December 31, 2025, we owned and operated six insurance-related businesses and various proprietary technology platforms.
• During 2025, we also completed certain portfolio realignment transactions and capital structure initiatives, as described below.
• Portfolio Realignment and Capital Structure During 2025, the Company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions and US Benefits Alliance businesses.
• Proceeds from these transactions were used in part to reduce outstanding indebtedness.
• In July 2025, the Company repaid approximately $5.0 million of long-term debt owed to Oak Street and subsequently reduced the remaining balance through additional asset sale proceeds.
• In August 2025, the Company entered into a common stock purchase agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to customary limitations and conditions.
• The facility provides additional financial flexibility to support working capital and strategic initiatives.
• Digital Asset Treasury In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives.
• The Company formed a Crypto Advisory Board to oversee this strategy and engaged an external advisor to provide strategic guidance.
• During 2025, the Company acquired digital assets as part of this initiative.
• The Company views its digital asset treasury strategy as a capital allocation tool complementary to its broader holding company model.
• The strategy does not alter the Company’s core operating focus on insurance and technology businesses.
• Termination of Spetner Transaction In July 2025, the previously announced agreement to acquire Spetner Associates, Inc. was terminated.
• The Company expensed previously issued non-refundable equity prepayments associated with the contemplated acquisition and has no ongoing obligations under that agreement.
• Recent Developments Strategic Expansion Through EZRA International and Scale51 In January 2026, the Company launched EZRA International Group as a strategic platform intended to support the Company’s expansion through majority investments in technology-focused businesses.
• As part of this initiative, the Company introduced the “Scale51” model, under which the Company seeks to acquire controlling ownership positions, generally targeting approximately 51%, in selected technology-driven companies and to support their development through governance participation, operational support, and access to capital markets.
• The Company intends to continue operating and optimizing its insurance brokerage and InsurTech platforms as its core operating businesses while selectively pursuing majority ownership interests in technology businesses in sectors such as artificial intelligence and data analytics, cybersecurity, fintech and insurtech, and medtech and digital health.
• On January 15, 2026, the Company entered into a secured convertible promissory note with Enquantum Ltd.
• (“Enquantum”), a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, pursuant to which the Company advanced Enquantum $166,000.
• On February 5, 2026, the Company entered into a Share Purchase Agreement with Enquantum pursuant to which the Company agreed to acquire, over time and subject to the satisfaction of specified milestone criteria and other conditions, an aggregate equity interest equal to 51% of Enquantum on a fully diluted basis.
• The transactions contemplated by the Share Purchase Agreement are structured to occur through an initial closing followed by a series of milestone-based closings, each subject to the satisfaction or waiver of customary closing conditions.
• The aggregate purchase price to acquire the 51% ownership interest is $2,125,000, payable in tranches tied to specified monthly operational and commercialization milestones over an anticipated 10-month period.
• On February 23, 2026, the Company completed the initial closing under the Share Purchase Agreement and converted the previously issued $166,000 secured convertible note as part of the first tranche investment.
• In connection with the initial closing, the Company acquired approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis, consisting of (i) the conversion of the secured convertible note into Enquantum ordinary shares representing approximately 4% of Enquantum on a fully diluted basis and (ii) the purchase for cash of additional Enquantum ordinary shares representing approximately 4% ownership on a fully diluted basis.
• Subject to the satisfaction of applicable milestone criteria and other conditions, Enquantum may issue additional ordinary shares to the Company in connection with monthly tranche investments that are generally intended to increase the Company’s ownership interest by approximately 4% per month until the Company reaches approximately 48% ownership on a fully diluted basis.
• The Share Purchase Agreement also provides for a final “control top-up” transaction intended to increase the Company’s ownership from approximately 48% to 51% of Enquantum on a fully diluted basis.
• As consideration for the control top-up, the Company has agreed to issue to Enquantum shares of the Company’s common stock with an aggregate value of $125,000, determined based on the last reported sale price of the Company’s common stock on The Nasdaq Stock Market LLC on the trading day immediately preceding the applicable control top-up closing.
• The Company views this investment as an initial example of the Scale51 model.
• On January 7, 2026, the Company entered into a non-binding term sheet to acquire a majority equity interest in Scent Medical Technologies Ltd.

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Gone since FY2024

• Fluctuations in our quarterly and annual financial results have resulted and will continue to result from numerous factors, including: ● The Company having a limited operating history ● The Company has limited resources and there is significant competition for business combination opportunities.
• Therefore, the Company may not be able to acquire other assets or businesses ● The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to complement the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination ● We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail. ● Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business ● Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us ● A cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could adversely affect our business, financial condition and reputation ● Rapid technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business and operating results ● Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results ● Because our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition ● If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may be adversely affected ● Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities ● There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with United States Generally Accepted Accounting Principles (U.S.
• Any changes in estimates, judgments and assumptions could have a material adverse effect on our financial position and results of operations and therefore our business ● Improper disclosure of confidential information could negatively impact our business ● Our business could be adversely impacted by inflation.
• Due to the Company’s limited operating history, we believe period to period comparisons of our financial results are not always meaningful and should not be relied upon as an indication of future performance.
• If additional financing proves to be unavailable, we would be compelled to restructure or existing business, or abandon a proposed acquisition or acquisitions.
• For the years ended December 31, 2024, and 2023 we derived $14,054,361 and $13,731,826 respectively or 100% of our annual revenue, respectively, from our operations located in these regions (FYE 2024 - Michigan – 53%, New York – 2%, Montana – 13% and Ohio – 16%, and Illinois – 17%.
• FYE 2023 - Michigan – 55%, New York – 2%, Montana – 14% and Ohio – 16%, and Illinois – 13%).
• The Oak Street credit agreements, in the aggregate principal amount of $11,060,319 and $12,417,737, as of December 31, 2024 and 2023, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr.
• As of December 31, 2024, the Company is in compliance with all its financial covenants.
• Worsening of Current U.S. economic conditions as a result of the COVID-19 pandemic and the Russian Federation Military Action may adversely affect our business.
• Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of the financial statements.
• The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
• In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.
• As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
• Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
• If economic conditions were to worsen, a number of negative effects on our business could result, including declines in values of insurable exposure units, declines in insurance premium rates, the financial insolvency of insurance companies, the reduced ability of customers to pay, declines in the stock of residential housing or declines in property values.
• Also, if general economic conditions are poor, some of our customers may cease operations completely or be acquired by other companies, which could have an adverse effect on our results of operations and financial condition.
• If these customers are affected by poor economic conditions, but yet remain in existence, they may face liquidity problems or other financial difficulties that could result in delays or defaults in payments owed to us, which could have a significant adverse impact on our consolidated financial condition and results of operations.
• Any of these effects could decrease our net revenues and profitability.
• As of March 6, 2025, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.47% of the Company’s common stock, consisting of 99,672 common shares.
• As of December 31, 2024, there were no outstanding loan balances due to our CEO affiliated entities, Reliance Global Holdings LLC and YES Americana Group, LLC (“Americana”).
• However, subsequent to December 31, 2024, and on March 5, 2025 (the “Americana Facility Effective Date”), the Company entered into a revolving credit facility agreement (the “Americana Facility”), and issued a revolving note thereunder in favor of Americana, pursuant to which Americana agreed to lend the Company up to $600,000 for purposes of additional working capital for purposes of additional working capital related to incremental Spetner acquisition related costs, and general uses.
• The Americana Facility carries interest at an annual rate of 0.1%, calculated on a daily basis.
• Payment of principal and interest are due on the maturity date, 12 months from the Americana Facility Effective Date and optional pre-payments are permitted at any time.
• As of March 6, 2025, there is $450,000 outstanding under the Americana Facility.
• As of December 31,02024, our Articles of Incorporation authorized the issuance of 117,647,059 shares of common stock, par value $0.086 per share.
• Effective February 7, 2025, our authorized shares were increased to 2,000,000,000.
• As of December 31, 2024, we had 2,250,210 shares issued and outstanding.
• Unresolved Staff Comments Not applicable.