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RELIANCE

NEWS + PRESS

Reliance Global Group Announces Up To $6.75 Million Private Placement Priced At-The-Market Under Nasdaq Rules

$2.5 million upfront with up to an additional $4.25 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

LAKEWOOD, NJ, June 18, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”), today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 1,488,096 shares of its common stock (or pre-funded warrants in lieu thereof) and short-term warrants to purchase up to an aggregate of 2,976,192 shares of common stock at a purchase price of $1.68 per share (or per pre-funded warrant in lieu thereof) and accompanying short-term warrants in a private placement priced at-the-market under Nasdaq rules. The short-term warrants will be exercisable immediately upon issuance at an exercise price of $1.43 per share and will expire two years from the effective date of the Resale Registration Statement (as defined below). The offering is expected to close on or about June 20, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the private placement is expected to be approximately $2.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the short-term warrants, if fully-exercised on a cash basis, will be approximately $4.25 million. No assurance can be given that any of such short-term warrants will be exercised. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The shares of common stock, pre-funded warrants and short-term warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants and short-term warrants, have not been registered under the Act or applicable state securities laws. Accordingly, the shares of common stock, the pre-funded warrants, the short-term warrants and the shares of common stock underlying the pre-funded warrants and short-term warrants may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants (the “Resale Registration Statement”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. All statements, other than statements of historical fact, including, but not limited to, statements regarding:

  • the expected closing of the private placement and the satisfaction of customary closing conditions;
  • the Company’s intended use of proceeds from the offering;
  • the potential additional gross proceeds from the exercise of the short-term warrants;
  • the effectiveness of the Resale Registration Statement;
  • and the Company’s growth strategy and expectations regarding its operations, platforms, and market positioning,

are forward-looking statements and are subject to substantial risks and uncertainties.

These forward-looking statements are based on a number of assumptions, including, among others: that the offering will close on the anticipated timeline; that market and economic conditions will remain stable; that the Company will be able to deploy the net proceeds effectively; and that investors will exercise the short-term warrants in full or in part. There can be no assurance that these assumptions will prove correct.

There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These include, among others: the risk that the offering may not close as expected or at all; the risk that the Company may not receive the anticipated proceeds from the short-term warrants; risks associated with the Company’s ability to use the proceeds effectively; general business, economic, competitive, regulatory and market factors; the impact of adverse capital and credit market conditions; and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and in other reports filed or to be filed by the Company with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com


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Reliance Global Group Signs Letter of Intent to Sell Fortman Insurance for $5 Million in Cash

Transaction highlights strategic execution and unlocks capital for highly accretive Spetner Acquisition

LAKEWOOD, NJ, June 17, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”) today announced it has signed a non-binding Letter of Intent (LOI) to sell Fortman Insurance Agency (“Fortman”), a wholly owned subsidiary for $5 million in cash. The contemplated sale price represents a meaningful premium over the original acquisition cost, underscoring the Company’s ability to acquire, improve, and opportunistically monetize assets to drive shareholder value.

Since acquiring Fortman, Reliance has implemented operational enhancements, upgraded internal systems, and established a strong leadership team. As a result, Fortman has evolved into a well-capitalized, efficiently run agency with a growing customer base and enhanced market presence.

Ezra Beyman, CEO of Reliance, commented, “The potential sale of Fortman demonstrates our disciplined capital allocation strategy and commitment to value creation. We acquired Fortman at a compelling valuation, strengthened its operations, and are now positioned to realize a meaningful return. This contemplated transaction reflects our ability to execute and supports our broader goal of building a highly profitable and focused organization. Not only does the sale price represent a premium to what we paid for Fortman, but it also adds substantial cash to our balance sheet-an especially notable achievement in light of our current market capitalization. We believe that this highlights the substantial underlying value embedded across our broader portfolio.”

Proceeds from the sale are expected to support Reliance’s planned acquisition of Spetner Associates (“Spetner”), a rapidly growing and synergistic insurance platform. As highlighted in previous announcements, Spetner has experienced robust growth in recent years and is expected to generate strong cash flow at both the subsidiary and parent company levels. The Company believes Spetner will integrate seamlessly into Reliance’s operations under the OneFirm strategy.

“By monetizing Fortman at a premium, we are building internal cash reserves that are intended to advance the Spetner acquisition,” added Beyman. “This strategy reflects our commitment to enhancing shareholder value while pursuing transformative and accretive growth opportunities. We believe replacing our Fortman subsidiary with Spetner aligns with our long-term vision for scale, synergy, and sustained cash flow generation.”

The LOI is non-binding and subject to customary due diligence and negotiation of definitive documentation. The Company will provide additional updates as the transaction progresses.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding:

  • Our ability to complete the non-binding Letter of Intent to sell Fortman Insurance Agency for $5 million and to realize the contemplated premium over our original acquisition cost;
  • Our plans to deploy the proceeds from the Fortman sale for the proposed acquisition of Spetner Associates, Inc.;
  • Our expectation that the Spetner acquisition will close on commercially reasonable terms and receive any required regulatory and shareholder approvals;
  • Our objectives to continue acquiring, improving and opportunistically monetizing agency-level assets to drive shareholder value;
  • Our intentions to pursue disciplined, accretive growth opportunities in the InsurTech and insurance agency industries; and
  • Other statements of our plans, objectives, expectations and intentions with respect to future operations, financial results, products and services.

These forward-looking statements are based on a number of assumptions, including the assumptions that: the LOI will not be terminated prior to execution of definitive purchase agreements; due diligence and documentation negotiations will proceed without material adverse findings; the Fortman sale and the Spetner acquisition will both close as expected; our revenue and EBITDA projections for Spetner are attainable; integration risks will be managed successfully; and there will be no material adverse changes in market, economic or regulatory conditions affecting our businesses. There can be no assurance that any of these assumptions will prove correct.

There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These include, among others: the risk that the Fortman buyer may withdraw or renegotiate the terms of the LOI; delays or failure to complete either the Fortman sale or the Spetner acquisition; unanticipated liabilities or integration challenges in connection with Spetner; our inability to realize the projected revenue or EBITDA benefits; competition in the InsurTech and agency brokerage industry; changes in insurance regulation or Nasdaq listing requirements; general economic or financial market conditions; and the other risks and uncertainties described in the “Risk Factors” section of our Registration Statement on Form S-1 and our periodic reports filed with the Securities and Exchange Commission.

You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and the other reports we have filed or will file with the SEC for a more complete discussion of risks and uncertainties. Except as required by law, Reliance Global Group, Inc. disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com


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Reliance Global Submits Request for Withdrawal of Form S-1 Registration Statement

LAKEWOOD, N.J., June 16, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“we,” “us,” “our” or the “Company”), today announced that it has filed a request for withdrawal with the Securities and Exchange Commission (the “SEC”) of the Company’s Registration Statement on Form S-1 (No. 333-284218), originally filed January 10, 2025 (as amended, the “Registration Statement”), as the Company no longer intends to pursue a public offering under the Registration Statement at this time. The Registration Statement has not been declared effective by the SEC, and no securities have been sold in connection with the offering described in the Registration Statement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any securities, and there shall not be any offer, solicitation or sale of securities mentioned in the press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such any state or jurisdiction.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements regarding:

  • Our future financial condition and operating results;
  • Our plans, objectives, expectations and intentions with respect to future operations, products and services;
  • Our ability to execute the planned withdrawal of the Registration Statement on Form S-1;
  • The development and growth of our RELI Exchange and 5minuteinsure.com platforms;
  • The expansion and performance of our portfolio of retail “brick-and-mortar” insurance agencies;
  • Our ability to maintain compliance with Nasdaq’s continued listing requirements; and
  • Other statements identified by the words noted above;

These forward-looking statements are based on a number of assumptions, including the assumptions that: we will complete the withdrawal process without unexpected delay; our AI-driven underwriting and cloud-based systems will perform as anticipated; demand for our InsurTech solutions will continue to grow; we will remain in compliance with applicable insurance regulations and Nasdaq listing rules; and there will be no material adverse changes in our relationships with agency partners or service providers. There can be no assurance that these assumptions will prove correct. There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed in these forward-looking statements. These include, among others: delays or failure to complete the withdrawal; inability to execute our growth plans for RELI Exchange or 5minuteinsure.com; competitive and regulatory challenges faced by our retail agency operations; fluctuations in our stock price or failure to maintain Nasdaq compliance; and the other factors described in the “Risk Factors” section of our Registration Statement and in other reports we file with the Securities and Exchange Commission. The foregoing list of factors is not exhaustive. You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and the other reports we have filed or will file with the SEC for a more complete discussion of risks and uncertainties. Except as required by law, Reliance Global Group, Inc. disclaims any obligation to update or revise any forward-looking statements, which speak only as of the date of this press release.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com


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