10-Q - EZRA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _____ to _____

Commission

File Number: 001-40020

RELIANCE

GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida	46-3390293
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

732-380-4600

(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
Common<br> Stock	RELI	The<br> Nasdaq Capital Market
Series<br> A Warrants	RELIW	The<br> Nasdaq Capital Market

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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
Emerging<br> growth company ☐

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 July 30, 2025, the registrant had 4,346,054 shares of common stock, par value $0.086 per share, outstanding.

TABLE

OF CONTENTS

PART I
Item<br> 1. Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4. Controls and Procedures.	27
PART II
Item 1. Legal Proceedings.	28
Item 1A. Risk Factors.	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3. Defaults Upon Senior Securities.	28
Item 4. Mine Safety Disclosures.	28
Item 5. Other Information.	29
Item 6. Exhibits	29

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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

(Unaudited)

			December<br> 31,
			2024
Assets
Current<br> assets:
Cash	1,957,000		$	372,695
Restricted<br> cash	1,418,211			1,424,999
Accounts<br> receivable	808,240			1,460,314
Accounts<br> receivable, related parties	7,796			7,813
Accounts<br> receivable	7,796			7,813
Other<br> receivables	24,660			42,184
Prepaid<br> expense and other current assets	594,078			681,450
Assets<br> held for sale	2,299,767			-
Total<br> current assets	7,109,752			3,989,455
Property<br> and equipment, net	112,355			133,908
Right-of-use<br> assets	1,167,596			1,052,926
Intangibles,<br> net	4,036,577			5,423,897
Goodwill	5,561,643			6,693,099
Other<br> non-current assets	21,792			21,792
Total<br> assets	18,009,715		$	17,315,077
Current<br> liabilities:
Accounts<br> payable and other accrued liabilities	1,270,903		$	1,186,968
Short-term financing agreements	106,211			58,829
Current<br> portion of loans payables, related parties	1,354,093			453,177
Other<br> payables	39,869			38,814
Current<br> portion of long-term debt	1,671,276			1,591,919
Operating<br> lease liability, current portion	288,548			244,057
Liabilities<br> related to assets held for sale	289,732			-
Total<br> current liabilities	5,020,632			3,573,764
Loans<br> payable, related parties, less current portion	358,458			428,052
Long<br> term debt, less current portion	8,631,034			9,468,400
Operating<br> lease liability, less current portion	917,647			847,293
Warrant<br> liabilities	326			326
Total<br> liabilities	14,928,097			14,317,835
Stockholders’<br> equity
Preferred<br> stock, 0.086 par value; 750,000,000 shares authorized and 9,076 and 0 issued and outstanding as of June 30, 2025 and December 31,<br> 2024, respectively	-			-
Common<br> stock, 0.086 par value; 2,000,000,000 shares authorized and 3,098,876 and 2,250,210 issued and outstanding as of June 30, 2025 and<br> December 31, 2024, respectively	266,503			193,484
Additional<br> paid-in capital	55,336,447			50,877,307
Accumulated<br> deficit	(52,521,332	)		(48,073,549	)
Total<br> stockholders’ equity	3,081,618			2,997,242
Total<br> liabilities and stockholders’ equity	18,009,715		$	17,315,077

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Statements of Operations

(Unaudited)

	June<br> 30, 2025			June<br> 30, 2024			June<br> 30, 2025			June<br> 30, 2024
	Three<br> Months ended						Six<br> Months Ended
	June<br> 30, 2025			June<br> 30, 2024			June<br> 30, 2025			June<br> 30, 2024
Revenue
Commission<br> income	$	3,086,677			3,233,342		$	7,322,897		$	7,315,780
Total<br> revenue		3,086,677			3,233,342			7,322,897			7,315,780
Operating<br> expenses
Commission<br> expense		988,774			886,364			2,458,202			2,162,905
Salaries<br> and wages		2,563,519			1,955,152			4,793,357			3,786,814
General<br> and administrative expenses		1,492,839			991,633			3,009,067			2,366,523
Marketing<br> and advertising expenses		67,207			76,983			134,483			204,025
Change<br> in estimated acquisition earn-out payables		-			-			-			47,761
Depreciation<br> and amortization		346,151			469,788			706,746			1,003,941
Asset<br> impairments		-			-			-			3,922,110
Total<br> operating expenses		5,458,490			4,379,920			11,101,855			13,494,079
Loss<br> from operations		(2,371,813	)		(1,146,578	)		(3,778,958	)		(6,178,299	)
Other<br> income (expense)
Interest<br> expense		(297,642	)		(365,970	)		(598,124	)		(735,646	)
Interest<br> (expense) related parties		(21,346	)		(37,525	)		(46,106	)		(78,134	)
Interest<br> expense		(21,346	)		(37,525	)		(46,106	)		(78,134	)
Other<br> income (expense), net		(20,100	)		11			(24,598	)		22
Recognition<br> and change in fair value of warrant liabilities		-			60,667			-			156,000
Total<br> other (expense) income		(339,088	)		(342,817	)		(668,828	)		(657,758	)
Loss<br> from continuing operations before tax	$	(2,710,901	)		(1,489,395	)	$	(4,447,786	)		(6,836,057	)
Net<br>loss		(2,710,901	)		(1,489,395	)		(4,447,786	)		(6,836,057	)
Basic<br> (loss) earnings per share
Continuing<br> operations	$	(0.85	)	$	(2.76	)		(1.53	)	$	(14.77	)
Basic<br> loss per share	$	(0.85	)	$	(2.76	)		(1.53	)	$	(14.77	)
Diluted<br> (loss) earnings per share
Continuing<br> operations	$	(0.85	)	$	(2.76	)		(1.53	)	$	(14.77	)
Diluted<br> loss per share	$	(0.85	)	$	(2.76	)		(1.53	)	$	(14.77	)
Weighted<br> average number of shares outstanding – Basic		3,198,461			539,133			2,907,209			462,773
Weighted<br> average number of shares outstanding – Diluted		3,198,461			539,133			2,907,209			462,773

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Shares		Amount		Capital		Deficit			Total
	Common<br> Stock				Additional<br> Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance<br> December 31, 2024		2,250,210	$	193,484	$	50,877,307	$	(48,073,549	)	$	2,997,242
Common<br> share-based compensation		462,659		39,789		935,196		-			974,985
Common<br> shares issued for services		105,000		9,064		132,686		-			141,750
Common<br> shares issued for acquisition purchase price prepayment		157,000		13,502		225,923		-			239,425
Net<br> loss		-		-		-		(1,736,882	)		(1,736,882	)
Balance,<br> March 31, 2025		2,974,869		255,839		52,171,112		(49,810,431	)		2,616,520
Common<br> share-based compensation		40		3		877,365		-			877,368
Common<br> shares issued for services		123,967		10,661		139,339		-			150,000
Series J Private placement		-		-		2,148,631		-			2,148,631
Net<br> loss		-		-		-		(2,710,901	)		(2,710,901	)
Balance,<br> June 30, 2025		3,098,876	$	266,503	$	55,336,447	$	(52,521,332	)	$	3,081,618

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| --- | | | Common Stock | | | | Additional Paid-in | | | Accumulated | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | Amount | | capital | | | Deficit | | | Total | | | | Balance, December 31, 2023 | | 280,117 | $ | 24,089 | $ | 46,125,206 | | $ | (39,001,965 | ) | $ | 7,147,330 | | | Common share payments for earn-outs | | - | | | | 17,628 | | | - | | | 17,628 | | | | | | | | | | | | - | | | - | | | Common shares issued for ATM share sales | | 11,036 | | 949 | | 123,700 | | | | | | 124,649 | | | | | | | | | | | | - | | | | | | Common shares issued for abeyance share conversions | | 42,545 | | 3,659 | | (3,659 | ) | | | | | - | | | | | | | | | | | | - | | | | | | Common share-based compensation | | 1,149 | | 99 | | 18,467 | | | - | | | 18,566 | | | Net loss | | - | | - | | - | | | (5,346,663 | ) | | (5,346,663 | ) | | Balance, March 31, 2024 | | 334,847 | $ | 28,796 | $ | 46,281,342 | | $ | (44,348,628 | ) | $ | 1,961,510 | | | Balance | | 334,847 | $ | 28,796 | $ | 46,281,342 | | $ | (44,348,628 | ) | $ | 1,961,510 | | | Common share payments for earn-outs | | 30,029 | | 2,582 | | (2,582 | ) | | - | | | - | | | Common shares issued for ATM share sales | | 302,677 | | 26,031 | | 1,917,664 | | | - | | | 1,943,695 | | | Common shares issued for abeyance share conversions | | 59,471 | | 5,115 | | (5,115 | ) | | - | | | - | | | Common shares issued for Series B warrants | | 39,569 | | 3,403 | | 109,263 | | | - | | | 112,666 | | | Common shares issued for Series G warrants | | 192,236 | | 16,532 | | (16,532 | ) | | - | | | - | | | Common share-based compensation | | 60,373 | | 5,192 | | 240,574 | | | - | | | 245,766 | | | Common shares issued for services | | 17,825 | | 1,533 | | 113,467 | | | - | | | 115,000 | | | Net loss | | - | | - | | - | | | (1,489,395 | ) | | (1,489,395 | ) | | Balance, June 30, 2024 | | 1,037,027 | $ | 89,184 | $ | 48,638,081 | | $ | (45,838,023 | ) | $ | 2,889,242 | | | Balance | | 1,037,027 | $ | 89,184 | $ | 48,638,081 | | $ | (45,838,023 | ) | $ | 2,889,242 | |

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Reliance

Global Group, Inc. and Subsidiaries and Predecessor

Condensed

Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	For<br> the 6 months ended June 30,
	2025			2024
CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> Income	$	(4,447,786	)	$	(6,836,057	)
Adjustment<br> to reconcile net income to net cash used in operating activities:
Depreciation<br> and amortization		706,746			1,003,941
Asset Impairments		-			3,922,110
Amortization<br> of debt issuance costs and accretion of debt discount		9,991			23,442
Non-cash<br> lease expense		2,646			1,574
Equity<br> based compensation expense		1,852,353			264,331
Equity<br> based payments to third parties		652,189			224,477
Recognition<br> and change in fair value of warrant liability		-			(156,000	)
Earn-out<br> fair value and write-off adjustments		-			47,761
Change<br> in operating assets and liabilities:
Accounts<br> receivable		509,750			353,040
Accounts<br> receivable, related parties		17			(847	)
Other<br> receivables		(14,705	)		(166,393	)
Prepaid<br> expense and other current assets		(40,537	)		(161,708	)
Other<br> non-current assets		-			(1,500	)
Accounts<br> payables and other accrued liabilities		113,597			585,215
Other<br> payables		1,058			7,020
Net<br> cash used in operating activities		(654,681	)		(889,594	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Purchase<br> of property and equipment		(9,540	)		(15,397	)
Purchase<br> of intangibles		(17,597	)		(21,134	)
Net<br> cash used in investing activities		(27,137	)		(36,531	)
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Principal<br> repayments of debt		(768,000	)		(680,093	)
Proceeds<br> from short term financings		150,000			158,788
Principal<br> repayments of short-term financings		(102,618	)		(106,460	)
Proceeds<br> from loans payable, related parties		1,142,166			-
Payments<br> of loans payable, related parties		(310,844	)		(437,754	)
Proceeds<br> from common shares issued through an at the market offering		-			2,068,344
Series<br> J Private Placement		2,148,631
Net<br> cash provided by continuing financing activities	$	2,259,335		$	1,002,825
Net<br> increase in cash and restricted cash		1,577,517			76,700
Cash<br> and restricted cash at beginning of year		1,797,694			2,738,911
Cash<br> and restricted cash at end of year	$	3,375,211		$	2,815,611

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Reliance

Global Group, Inc. and Subsidiaries

Notes

to the Unaudited Condensed Consolidated Financial Statements

NOTE

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.

Basisof 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 Current and long-lived assets and liabilities forming the Fortman disposal group, have been reclassified and separately presented on the June 30, 2025, condensed consolidated balance sheet, as current assets held for sale and current liabilities related to assets held for sale. See Note 10 - Assets and related liabilities held for sale.

Liquidity

As

of June 30, 2025, the Company’s reported cash and restricted cash aggregated balance was approximately $3,375,000, current assets were approximately $ 7,110,000 and current liabilities were approximately $5,021,000. As of June 30, 2025, the Company had working capital of approximately $2,089,000 and stockholders’ equity of approximately $3,082,000. For the six months ended June 30, 2025, the Company had a loss from operations of approximately $3,779,000, and net loss of approximately $4,448,000.

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”).

Useof 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.

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Cashand 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:

SCHEDULE

OF RESTRICTED CASH IN STATEMENT OF CASH FLOW

	June<br> 30, 2025		June<br> 30, 2024
Cash	$	1,957,000	$	1,405,824
Restricted<br> cash		1,418,211		1,409,787
Total<br> cash and restricted cash	$	3,375,211	$	2,815,611

RevenueRecognition

The following table disaggregates the Company’s revenue by line of business, showing commissions earned:

SCHEDULE OF DISAGGREGATION REVENUE

Period Ended June 30, 2024	Medical		Life		Property<br><br> and <br> Casualty		Total
Three<br> months ended June 30, 2025	$	2,191,694	$	27,783	$	867,200	$	3,086,677
Three<br> months ended June 30, 2024	$	2,389,845	$	38,744	$	804,753	$	3,233,342
Six<br> months ended June 30, 2025	$	5,475,140	$	64,730	$	1,783,027	$	7,322,897
Six<br> months ended June 30, 2024	$	5,715,662	$	94,961	$	1,505,157	$	7,315,780
Revenue	$	5,715,662	$	94,961	$	1,505,157	$	7,315,780

The following are customers representing 10% or more of total revenue:

SCHEDULE OF CONCENTRATIONS OF REVENUES

	Three<br> Months Ended June 30,
Insurance<br> Carrier	2025			2024
Priority<br> Health		19	%		22	%
BlueCross<br> BlueShield		13	%		11	%
	Six Months Ended June 30,
---	---	---	---	---	---	---
Insurance Carrier	2025			2024
Priority<br> Health		32	%		35	%
BlueCross<br> BlueShield		15	%		12	%

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2025 and 2024. The loss of any significant customer could have a material adverse effect on the Company.

IncomeTaxes

The Company recorded no income tax expense for the three and six months ended June 30, 2025 and 2024 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyses various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of June 30, 2025 and December 31, 2024, the Company provided a full valuation allowance against its net deferred tax assets, since the Company believes it is more likely than not that its deferred tax assets will not be realized.

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DeferredFinancing Costs

The

Company defers specific incremental costs directly attributable to a proposed equity offering of securities and charges them against the gross equity proceeds of the offering once consummated. Similarly, the Company capitalizes costs directly associated with a proposed debt financing arrangement to later be presented as a direct deduction to the carrying amount of the related debt liability once consummated and henceforth amortized using the effective interest method. Such costs may include fees charged by underwriters, brokers, attorneys, regulators, printers, transfer agents and lenders, respectively. If a proposed share offering or debt financing is later aborted or withdrawn, these deferred costs are expensed at that time. As of June 30, 2025, and December 31, 2024, deferred financing costs amounted to $25,000 and $10,060 respectively, presented in the prepaids and other current assets account on the condensed consolidated balance sheets.

RecentlyIssued Accounting Pronouncements

We do not expect any 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.

NOTE

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 June 30, 2025:

SCHEDULE

OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

		Gross<br><br> <br>Carrying<br><br> <br>Amount		Accumulated<br><br> Amortization			Net<br> Carrying<br> Amount
Trade<br> name and trademarks	1.3	$	1,518,688	$	(1,372,877	)	$	145,811
Internally<br> developed software	1.8		1,751,413		(1,126,609	)		624,804
Customer<br> relationships	5.8		5,548,290		(2,421,699	)		3,126,591
Purchased<br> software	1.5		565,704		(564,033	)		1,671
Non-competition<br> agreements	0.8		2,752,010		(2,614,310	)		137,700
Total		$	12,136,105	$	(8,099,528	)	$	4,036,577

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:

		Gross<br><br> <br>Carrying<br><br> <br>Amount		Accumulated<br><br> <br>Amortization			Net Carrying<br><br> <br>Amount
Trade<br> name and trademarks	1.8	$	1,808,087	$	(1,586,651	)	$	221,436
Internally<br> developed software	2.3		1,733,817		(948,706	)		785,111
Customer<br> relationships	5.8		7,372,290		(3,180,376	)		4,191,914
Purchased<br> software	2.0		565,704		(563,470	)		2,234
Non-competition<br> agreements	1.3		3,504,810		(3,281,608	)		223,202
Total		$	14,984,708	$	(9,560,811	)	$	5,423,897

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The following table reflects expected amortization expense as of June 30, 2025, for each of the following five years and thereafter:

SCHEDULE

OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

Years<br> Ending December 31,	Amortization<br> Expense
2025	$	610,720
2026		977,056
2027		636,427
2028		545,606
2029		466,272
Thereafter		800,496
Total	$	4,036,577

NOTE

LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-TermDebt

The composition of long-term debt, collateralized by certain commission revenues, is as follows:

SCHEDULE

OF LONG-TERM DEBT

			December<br> 31, 2024
Oak Street Funding LLC Term Loan	270,758			305,996
Oak<br> Street Funding LLC (“Oak Street”) Term Loan for the acquisition of EBS and USBA, variable interest of prime rate plus 2.5%,<br> maturing August<br> 2028, net of deferred financing costs of 6,841<br> and 7,950<br> as of June 30, 2025 and December 31, 2024, respectively	270,758		$	305,996
Oak<br> Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of prime rate plus 1.5%,<br> maturing December 2028, net of deferred financing costs of 8,699 and 9,974 as of June 30, 2025, and December 31, 2024, respectively	453,657			507,307
Oak<br> Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of prime rate plus 2.0%, maturing April 2029, net of<br> deferred financing costs of 5,523 and 6,260 as of June 30, 2025 and December 31, 2024, respectively	537,007			593,527
Oak<br> Street Funding LLC Term Loan for the acquisition of FIS, variable interest of prime rate plus 2.0%, maturing May 2029, net of deferred<br> financing costs of 22,300 and 25,209 as of June 30, 2025 and December 31, 2024, respectively	1,366,017			1,505,894
Oak<br> Street Funding LLC Term Loan for the acquisition of ABC, variable interest of prime rate plus 2.0%, maturing September 2029, net<br> of deferred financing costs of 25,929 and 29,169 as of June 30, 2025 and December 31, 2024, respectively	2,300,410			2,514,031
Oak<br> Street Funding LLC Term Loan for the acquisition of Barra & Associates, LLC, variable interest of prime rate plus 2.5%,<br> maturing May<br> 2032, net of deferred financing costs of 144,624<br> and 155,337<br> as of June 30, 2025 and December 31, 2024, respectively	5,374,461			5,633,564
Long<br> term debt	10,302,310			11,060,319
Less:<br> current portion	(1,671,276	)		(1,591,919	)
Long-term<br> debt	8,631,034		$	9,468,400

All values are in US Dollars.

The following table depicts the maturities of the Company’s outstanding long-term debt.

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SCHEDULE

OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES

Years<br> Ending December 31,	Maturities of<br> <br>Long-Term Debt
2025<br> (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:<br> debt issuance costs		(213,918	)
Total	$	10,302,310

Subsequent to the quarter ended, June 30, 2025, during July 2025, the Company pre-paid $4,997,292 of its long-term Oak Street debt pursuant to proceeds received from the Fortman sale as further described in Note 11 - subsequent events. No pre-payment penalty was assessed. The adjusted remaining outstanding long-term debt balance subsequent to these pre-payments was, $5,519,084 or $5,374,461 when factoring and netting debt issuance costs.

Short-TermFinancings

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 11.95% per annum. As of June 30, 2025, and December 31, 2024, balances outstanding on short-term financings were $106,211 and $58,829 respectively.

NOTE

EQUITY

CommonStock

The

Company is authorized to issue 2,000,000,000 shares of common stock, $0.086 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.

On July 1, 2024, the Company effectuated a 1-for-17 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split-2024”). The par value remained unchanged following the Reverse Split-2024. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2024 for all periods presented, unless otherwise indicated. The Reverse Split-2024 resulted in a rounding addition of approximately 110,350 shares valued at par, totaling $9,490 for which shares were issued in July 2024.

During

the first quarter of 2025, as further described herein under the header, Equity-based compensation, certain directors, executives, and employees were issued 462,605 shares of common stock pursuant to equity awards granted for the 2024 fiscal year, with a value of $957,785. An additional 54 shares were issued to two executives pursuant to previously disclosed employment agreements.

During

the first quarter of 2025, pursuant to a proposed business combination transaction, the Company issued to the selling parties 157,000 shares of Common Stock with a value of $239,425 as a second prepayment and additional non-refundable deposit on the proposed purchase price. See additional information regarding these shares in Note 10 - Subsequent Events.

During

the first quarter of 2025, the Company issued 105,000 shares of Common Stock with a value of $141,750 for a service provider prepayment which was recorded to the prepaids and other current assets account on the condensed consolidated balance sheets as of June 30, 2025.

During

the second quarter of 2025, the Company issued a service provider, 123,967 shares of Common Stock with a value of $150,000 in lieu of services to be provided, and 40 shares of equity-based compensation were issued to an executive as the final payment under a previously disclosed employment agreement.

As

of June 30, 2025, and December 31, 2024, there were 3,098,876 and 2,250,210 shares of common stock outstanding, respectively.

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Equity-basedCompensation

During the first quarter of 2025 certain directors,

executives, and employees were granted 999,995 shares of common stock in equity awards for the 2024 fiscal year, with a value of $2,049,675, vesting during the first and third quarters of 2025. As of June 30, 2025, 462,605 shares, or $957,785 of these equity awards were vested and 537,390 shares, or $1,091,889 were unvested. The unvested amounts pertain to executives and employees and are amortized and expensed over the applicable service periods, with the Company recognizing $861,591 of equity-based compensation expense for the six-month period ended, June 30, 2025 presented in the salaries and wages account in the condensed consolidated statements of operations.

Pursuant to the April 2025 second amendment

to an employment agreement between the Company and an executive, the executive was awarded 40,000 shares of the Company’s Common Stock annually over the 4four-year employment term, where each annual tranche vests equally at 10,000 shares each quarter, pro-rated for any partial periods. The total value of each annual tranche is $62,000. For the three and six month periods ended, June 30, 2025, compensation expense on this grant was $7,253. As of June 30, 2025, no shares have been issued under this agreement.

Subsequent to June 30, 2025, the Compensation Committee approved adjustments to the compensation structure for directors

and executives. These included the grant of 1,692,673 restricted shares with a value of $2,495,000 under the Company’s 2025 Equity Incentive Plan (the “July Grant”). The grants, which vest over periods between July 2025 and January 2026, were awarded to certain directors, officers, and employees, and its cost will be amortized over the various vesting periods with no impact to equity-based compensation expense for the three and six month periods ended, June 30, 2025. The Company also increased the base salary of its Chief Executive Officer (the “CEO”) and approved a discretionary bonus for the CEO, both effective in July 2025.

Total

stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended June 30, 2025, and 2024 was $877,368

and $245,766

,

respectively, and for the six months ended June 30, 2025 and 2024; $1,852,353

and $264,331

, respectively.

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2025Equity 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 2,000,000 shares. Following the July Grant, there remained 307,327 shares available for issuance under the Plan.

Administrationof 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 June 30, 2025, there remained 2,002,414 shares available for issuance under the Company’s various equity incentive plans. Following the July Grant, there remained 309,741 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 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. The closing of the Private Placement-2025 occurred on or about June 20, 2025.

Aggregate gross proceeds to the Company from the Private

Placement-2025 were approximately $2.5 million, prior to deducting placement agent fees and other offering expenses payable by the Company, estimated at around $351,000, which resulted in estimated net proceeds of $2.15 million. The Company would receive an additional approximate $4.25 million in aggregate gross proceeds if all of the Series J Warrants were exercised via a cash exercise. The Company plans to use the proceeds from the Private Placement for working capital and general corporate purposes.

The Series J-PF Warrants are exercisable from the date of issuance until exercised in full. The Series J Warrants are exercisable from the date of issuance and expire two years from the Effective Date (as defined in the SPA-2025). The holder of the Series J-PF Warrants and the Series J Warrants may not exercise any portion of such holder’s Series J-PF Warrants or Series J Warrants to the extent that the holder, together with its affiliates, would beneficially own, respectively, more than 9.99% of 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise.

In connection with the Private Placement-2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of June 18, 2025, with the SPA Purchaser, to register for resale the common shares underlying the Series J-PF Warrants and Series J Warrants.

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 7.0% of the aggregate gross proceeds of the Private Placement-2025, as well as certain expenses, including $50,000 for legal fees and expenses, $35,000 for non-accountable expenses, and a management fee equal to 1.0% of the gross proceeds of the Private Placement-2025. In addition, the Company issued to Wainwright placement agent warrants (the “Series J PAW’s”) to purchase up to an aggregate of 104,167 shares of Common Stock at an exercise price equal to $2.10 per share. The Series J PAW’s have substantially the same terms as the Series J Warrants.

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 June 30, 2025.

NOTE

EARNINGS (LOSS) PER SHARE

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.

The following calculates basic and diluted EPS from operations:

SCHEDULE

OF CALCULATIONS OF BASIC AND DILUTED EPS

	Three Months			Three<br> Months
	Ended			Ended
	June 30, 2025			June<br> 30, 2024
Loss<br> from continuing operations	$	(2,710,901	)	$	(1,489,395	)
Net<br> loss continuing operations, numerator, basic computation		(2,710,901	)		(1,489,395	)
Recognition<br> and change in fair value of warrant liabilities		-			-
Net<br> loss from continuing operations, numerator, diluted computation	$	(2,710,901	)	$	(1,489,395	)
Weighted<br> average common shares, basic		3,198,461			539,133
Weighted<br> average common shares, dilutive		3,198,461			539,133
Loss<br> per common share – basic	$	(0.85	)	$	(2.76	)
Loss<br> per common share – diluted	$	(0.85	)	$	(2.76	)

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| --- | | | Six Months | | | Six Months | | | | --- | --- | --- | --- | --- | --- | --- | | | Ended | | | Ended | | | | | June 30, 2025 | | | June 30, 2024 | | | | Loss from continuing operations | $ | (4,447,786 | ) | $ | (6,836,057 | ) | | Net Loss continuing operations, numerator, basic computation | | (4,447,786 | ) | | (6,836,057 | ) | | Recognition and change in fair value of warrant liabilities | | - | | | - | | | Net loss from continuing operations, numerator, diluted computation | $ | (4,447,786 | ) | $ | (6,836,057 | ) | | Weighted average common shares, basic | | 2,907,209 | | | 462,773 | | | Weighted average common shares, dilutive | | 2,907,209 | | | 462,773 | | | Loss per common share – basic | $ | (1.53 | ) | $ | (14.77 | ) | | Loss per common share – diluted | $ | (1.53 | ) | $ | (14.77 | ) |

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:

SCHEDULE

OF DILUTIVE NET LOSS PER COMMON SHARE

	June<br> 30, 2025		June<br> 30, 2024
	For<br> the Three Months Ended
	June<br> 30, 2025		June<br> 30, 2024
Shares<br> subject to outstanding common stock options		16		510
Shares<br> subject to outstanding Series A warrants		6,647		6,647
Shares<br> subject to outstanding PAW’s		959		959
Shares<br> subject to PA Warrants		3,096		3,096
Shares<br> subject to unvested stock awards		690,137		52
Shares subject to Outstanding Series J Warrants		2,976,192		-
Shares subject to Outstanding Series J PAW’s		104,167		-
	June<br> 30, 2025		June<br> 30, 2024
---	---	---	---	---
	For<br> the Six Months Ended
	June<br> 30, 2025		June<br> 30, 2024
Shares<br> subject to outstanding common stock options		16		510
Shares<br> subject to outstanding Series A warrants		6,647		6,647
Shares<br> subject to outstanding PAW’s		959		959
Shares<br> subject to PA Warrants		6,647		3,096
Shares<br> subject to unvested stock awards		690,137		52
Shares subject to Outstanding Series J Warrants		2,976,192		-
Shares subject to Outstanding Series J PAW’s		104,167		-

Subsequent to June 30, 2025, the Company granted 1,692,673 shares to certain

directors, officers, and employees. The grants had a value of $2,495,000 and vest over the periods between, July 2025 and January 2026. These shares, if granted before June 30, 2025, would have been considered anti-dilutive securities and would be excluded from weighted-average shares used to calculate diluted net loss per common share.

NOTE

LEASES

Operating

lease expense for the three months ended June 30, 2025, and 2024 was $108,697 and $102,073, respectively. Operating lease expense for the six months ended June 30, 2025, and 2024 was $216,362 and $207,029 respectively. As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate for the operating leases were 4.59 years and 9.43%, respectively.

Pursuant to Note 10 - Assets and related liabilities held for sale, the Company reclassified its leases pertaining to Fortman Insurance, LLC (“the Fortman Leases”) to assets and liabilities held for sale.

The following table depicts future minimum lease payments for the Company’s operating leases excluding Fortman Leases.

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SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENT

Fiscal<br> year ending December 31,	Operating<br> Lease Obligations
2025<br> (remainder six months)	$	188,204
2026		379,175
2027		350,029
2028		318,383
2029		142,195
Thereafter		52,442
Total<br> undiscounted operating lease payments		1,430,428
Less:<br> Imputed interest		(224,233	)
Present<br> value of operating lease liabilities	$	1,206,195

NOTE

COMMITMENTS AND CONTINGENCIES

LegalContingencies

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 no legal contingencies are accrued as of June 30, 2025, and December 31, 2024. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time has been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

NOTE

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 $2,000,000 to the Company (the “Facility”), to provide additional working capital for the Company to cover incremental M&A acquisition related costs, as well as for general working capital uses. Subject to the terms and conditions of the Credit Agreement and the other transaction documents, and in reliance upon the representations and warranties set forth therein, Americana agreed to make loans to the Company from time to time, pursuant to the terms of the Credit Agreement, until, but not including, the Maturity Date (as hereinafter defined), provided, however, that the aggregate principal balance of all loans outstanding at any time under the Credit Agreement will not exceed the Loan Availability, defined in the Credit Agreement as $2,000,000 less any obligations the Credit Agreement and related transaction documents. Loans made by Americana may be repaid and, subject to the terms and conditions of the Credit Agreement, borrowed again up to, but not including, the Maturity Date, unless the loans are otherwise terminated or extended as provided in the Credit Agreement. The “Maturity Date” means the earlier of (i) 12 months from March 5, 2025; (ii) the date of prepayment of the Revolving Note (as hereinafter defined) by the Company (subject to the terms of the Credit Agreement) and the termination of the Credit Agreement as of such date; or (iii) the date of the occurrence of an Event of Default (as defined in the Credit Agreement) and acceleration of the Revolving Note pursuant to the Credit Agreement. Subject to the terms and conditions of the Credit Agreement, any request for a loan under the Credit Agreement may be made from time to time and in such amounts as the Company may choose. Loans under the Credit Agreement bear interest at the rate of 0.1% per annum. No principal or interest payments are due as to any loan under the Credit Agreement prior to the Maturity Date, and there are no prepayment penalties. Pursuant to the terms of the Credit Agreement, on March 5, 2025, and as amended on June 24, 2025 the Company executed an unsecured revolving promissory note (the “Revolving Note”) to evidence the loans under the Credit Agreement, in favor of Americana in the principal amount of, the greater of: (i) $1,075,064 and (ii) the aggregate principal amount of all Loans outstanding under and pursuant to the Credit Agreement. As of June 30, 2025, the outstanding balance on the Facility was $1,023,537 presented in the current portion of loans payables, related parties account on the condensed consolidated balance sheets.

The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended June 30, 2025 and December 31, 2024, and the interest expense related parties account for the three and six month periods ended June 30, 2025 and June 30, 2024, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively:

SCHEDULE

OF LOANS PAYABLE TO RELATED PARTIES

	Related Parties Payable								Interest Expense, Related Parties
	Current Portion				Long<br> Term Portion				for the Three Months Ended				for the Six Months Ended
Related<br> Party	June 30, 2025		December<br>31,2024		June<br> 30, 2025		December<br>31,2024		June 30, 2025		June<br> 30, 2024		June 30, 2025		June 30, 2024
Payables<br> to Employees	$	-		3,112	$	-	$	-	$	-	$	577	$	-	$	2,307
Deferred<br> Purchase Price Liability		136,075		241,707		-		2,922		7,096		17,335		16,446		37,167
Asset<br> Purchase Agreement Liability		194,471		208,358		358,458		425,130		14,080		19,613		29,441		38,660
Yes<br> Americana Payable		1,023,547		-		-		-		170		-		219		-
Total	$	1,354,093		453,177	$	358,458	$	428,052	$	21,346	$	37,525	$	46,106	$	78,134

Subsequent

to June 30, 2025, the Company repaid in full the Asset Purchase Agreement Liability total outstanding balance of $552,931 which included accrued interest through the payment date.

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NOTE

SEGMENT REPORTING

The following table provides the financial results of our Insurance Segment:

SCHEDULE

OF FINANCIAL RESULTS OF INSURANCE SEGMENT

	2025			2024			2025			2024
	Three<br> Months ended June 30,						Six<br> Months ended June 30,
	2025			2024			2025			2024
Total<br> revenues	$	3,086,677		$	3,233,342		$	7,322,897		$	7,315,780
Less:<br> Significant and other Insurance Segment expenses
Commission<br> expense		988,774			886,364			2,458,202			2,162,905
Salaries<br> and wages		2,563,519			1,955,152			4,793,357			3,786,814
General<br> and administrative expenses		1,492,839			991,633			3,009,067			2,366,523
Marketing<br> and advertising expenses		67,207			76,983			134,483			204,025
Change<br> in estimated acquisition earn-out payables		-			-			-			47,761
Depreciation<br> and amortization		346,151			469,788			706,746			1,003,941
Asset<br> impairments		-			-			-			3,922,110
Interest<br> expense		297,642			365,970			598,124			735,646
Interest<br> expense related parties		21,346			37,525			46,106			78,134
Interest<br> expense		21,346			37,525			46,106			78,134
Other<br> expense, net		20,100			(11	)		24,598			(22	)
Recognition<br> and change in fair value of warrant liabilities		-			(60,667	)		-			(156,000	)
Loss<br> from discontinued operations before tax		-			-			-			-
Insurance<br> Segment Net Loss	$	(2,710,901	)	$	(1,489,395	)	$	(4,447,786	)	$	(6,836,057	)

NOTE

ASSETS AND RELATED LIABILITIES HELD FOR SALE

During the second quarter of 2025, the Company committed to a plan to sell the asset group associated with its wholly owned subsidiary Fortman Insurance Services, LLC (“Fortman”) (see Note 11 – Subsequent Events), as part of its strategy to monetize certain assets to focus and grow core operations and pay-off long term debt. The sale closed on July 7, 2025, with an effective date of July 1, 2025. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 during the quarter ended, June 30, 2025, but did not qualify as a discontinued operation under ASC 205-20, as it does not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results.

The assets and liabilities of the disposal group have been separately presented on the June 30, 2025, condensed consolidated balance sheet, as current assets held for sale and current liabilities related to assets held for sale. The assets held for sale account includes, accounts receivable, prepaid expenses, property and equipment, intangibles, right of use assets and goodwill. Depreciation and amortization (when material) ceased on long-lived assets within the group effective on the classification date. The liabilities related to assets held for sale account includes the disposal group’s accounts payable and operating lease liabilities. No assets or liabilities were classified as held for sale as of December 31, 2024.

The

Company measured the held for sale disposal group at the lower of, carrying value (“CV”), and fair value less costs to sell (“FV”), and determined that FV exceeded CV, thus there was no impairment charge. The Company expects to recognize a gain on sale during the third quarter of 2025, in an estimated amount of $2.99 million.

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The following table summarizes the major classes of assets and liabilities classified as held for sale as of June 30, 2025:

SCHEDULE

OF ASSETS AND LIABILITIES

	June<br> 30, 2025
Accounts<br> receivable		142,324
Other<br> receivables		32,229
Prepaids<br> and other current assets		6,895
Property<br> and equipment, net		14,864
Right-of-use<br> assets		257,599
Intangibles,<br> net		714,400
Goodwill		1,131,456
Assets<br> held for sale		2,299,767
Accounts<br> payable and other accrued liabilities		29,662
Operating<br> lease liabilities		260,070
Liabilities<br> related to assets held for sale		289,732

Pre-tax net income for Fortman on a standalone basis was $25,373 and $9,334 for the three months ended, June 30, 2025, and 2024 respectively, and $105,337 and $8,917 for six months ended June 30, 2025 and 2024.

NOTE

SUBSEQUENT EVENTS

FortmanInsurance 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 $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 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.

Terminationof 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 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 as deferred equity costs 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 has thus expensed them to the general and administrative account in the condensed consolidated statements of operations, for the three and six month periods ending, June 30, 2025.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Youshould read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensedconsolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the auditedconsolidated 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 QuarterlyReport on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-lookingstatements that involve risks, uncertainties and assumptions. You should read the sections titled “Cautionary Note Regarding Forward-LookingStatements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report for a discussion of importantfactors that could cause actual results to differ materially from the results described in or implied by the forward-looking statementscontained in the following discussion and analysis.

CautionaryNote Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this report, including statements regarding our strategy, future financial condition, future operations, projected revenues, earnings, business prospects, potential acquisitions and plans, and objectives of management, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by any forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

●	our<br> need to raise additional capital, which may not be available on acceptable terms or at all;
●	our<br> ability to maintain the listing of our common stock and warrants on the Nasdaq Capital Market;
●	volatility<br> in the price of our securities due to changes in the capital markets, our industry, or our capital structure;
●	our<br> ability to execute on our acquisition strategy and integrate acquired businesses successfully;
●	our<br> ability to retain key personnel and effectively manage growth;
●	the<br> risk that we and our agency partners are unable to generate expected revenues or margins;
●	risks<br> associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality;
●	the<br> impact of economic conditions, inflation, and interest rate trends on our operations and customer demand;
●	potential<br> disruptions due to cybersecurity incidents or system failures;
●	risks<br> associated with legal proceedings and compliance obligations;
●	and<br> other risks and uncertainties described in this Quarterly Report on Form 10-Q, including under the section titled “Risk Factors,”<br> and in our other filings with the Securities and Exchange Commission.

These 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.

Overview

Reliance Global Group, Inc. (the “Company”) operates as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies.

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 June 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.

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%.

BusinessOperations

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.

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BusinessTrends 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.

InsuranceOperations

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. The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines.

InsuranceAcquisitions and Strategic Activities

As of June 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%<br><br> <br>Controlled Entity	Date	Location	Line of Business
U.S.<br> Benefits Alliance, LLC (USBA)	US<br> Benefits Alliance, LLC	October<br> 24, 2018	Michigan	Health<br> Insurance
Employee<br> Benefit Solutions, LLC (EBS)	Employee<br> Benefits Solutions, LLC	October<br> 24, 2018	Michigan	Health<br> Insurance
Commercial<br> Solutions of Insurance Agency, LLC (CCS or Commercial Solutions)	Commercial<br> Coverage Solutions LLC	December<br> 1, 2018	New<br> Jersey	P&C<br> – Trucking Industry
Southwestern<br> Montana Insurance Center, Inc. (Southwestern Montana or Montana)	Southwestern<br> Montana Insurance Center, LLC	April<br> 1, 2019	Montana	Group<br> Health Insurance
Fortman<br> Insurance Agency, LLC (Fortman or Fortman Insurance)	Fortman<br> Insurance Services, LLC	May<br> 1, 2019	Ohio	P&C<br> and Health Insurance
Altruis<br> Benefits Consultants, Inc. (Altruis)	Altruis<br> Benefits Corporation	September<br> 1, 2019	Michigan	Health<br> Insurance
UIS<br> Agency, LLC (UIS)	UIS<br> Agency, LLC	August<br> 17, 2020	New<br> York	P&C<br> – Trucking Industry
J.P.<br> Kush and Associates, Inc. (Kush)	Kush<br> Benefit Solutions, LLC	May<br> 1, 2021	Michigan	Health<br> Insurance
Barra<br> & Associates, LLC	RELI<br> Exchange, LLC	April<br> 26, 2022	Illinois	P&C<br> and Health Insurance

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RecentDevelopments

Series J

PrivatePlacement

On June 18, 2025, the Company entered into a securities purchase agreement 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.

FortmanSale and Assets/Liabilities Held for 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.

Pursuant to the foregoing, during the second quarter of 2025, the Company committed to a plan to sell the asset group associated with Fortman as part of its strategy to monetize certain assets to focus and grow its core operations and pay-off its long-term debt. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 during the quarter ended, June 30, 2025, but did not qualify as a discontinued operation under ASC 205-20, as it does not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results.

The assets and liabilities of the disposal group have been separately presented on the June 30, 2025, condensed consolidated balance sheet, as current assets held for sale and current liabilities related to assets held for sale. The assets held for sale account includes accounts receivable, prepaid expenses, property and equipment, intangibles, right of use assets and goodwill. Depreciation and amortization (when material) ceased on long-lived assets within the group effective on the classification date. The liabilities related to assets held for sale account includes the disposal group’s accounts payable and operating lease liabilities. No assets or liabilities were classified as held for sale as of December 31, 2024.

The Company measured the held for sale disposal group at the lower of, carrying value (“CV”), and fair value less costs to sell (“FV”), and determined that FV exceeded CV, thus there was no impairment charge. The Company expects to recognize a gain on sale during the third quarter of 2025, in an estimated amount of $2.99 million.

The following table summarizes the major classes of assets and liabilities classified as held for sale as of June 30, 2025:

	June<br> 30, 2025
Accounts<br> receivable		142,324
Other<br> receivables		32,229
Prepaids<br> and other current assets		6,895
Property<br> and equipment, net		14,864
Right-of-use<br> assets		257,599
Intangibles,<br> net		714,400
Goodwill		1,131,456
Assets<br> held for sale		2,299,767
Accounts<br> payable and other accrued liabilities		29,662
Operating<br> lease liabilities		260,070
Liabilities<br> related to assets held for sale		289,732

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OakStreet Debt Payments

During July 2025, the Company repaid $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. The remaining outstanding long-term Oak Street loan balance after posting these pre-payments, net of debt issuance costs, was $5,374,461.

Terminationof 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, June 30 2025.

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Non-GAAPFinancial 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”.

We exclude the following items when calculating AEBITDA, and the following items define our non-GAAP financial measure AEBITDA:

●	Interest<br> and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information<br> regarding the Company’s core operational performance.
●	Depreciation<br> and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core<br> operational performance.
●	Goodwill<br> and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s<br> core operational performance.
●	Equity-based<br> compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental<br> information regarding the Company’s core cash impacted operational performance.
●	Change<br> in estimated acquisition earn-out payables: An earn-out liability is a liability to the seller upon an acquisition which is contingent<br> on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in<br> the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash,<br> can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful<br> supplemental information regarding the Company’s core operational performance.
●	Recognition<br> and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued<br> at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile,<br> and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the<br> Company’s core operational performance.
●	Other<br> income (expense), net: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded<br> as unrelated to core operations of the company.
●	Transactional<br> costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness.<br> These costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.
●	Non-standard<br> costs: This account includes non-recurring non-operational items, related to costs incurred for a legal suit the Company has filed<br> against one of the third parties involved in previously discontinued operations and was excluded to provide more meaningful supplemental<br> information regarding the Company’s core operational performance.

Refer to the reconciliation of net (loss) income to AEBITDA, illustrated below in tabular format.

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Resultsof Operations

RELIANCE

GLOBAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS ANALYTICS

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024

	Three<br> Months Ended
	June<br> 30, 2025			June<br> 30, 2024			Value<br> Fluctuation			Percent<br> Fluctuation			Explanations
Commission<br> Income (“CI”)	$	3,086,677		$	3,233,342		$	(146,665	)		-5	%	CI change primarily driven by 8% lower medical commission revenues, offset<br>by 8% growth in P&C revenues.
Commission<br> Expense (“CE”)		988,774			886,364			102,410			12	%	Increased CE primarily influenced by the 8% growth in P&C revenue.
Salaries<br> and wages (“S&W”)		2,563,519			1,955,152			608,367			31	%	Increased S&W primarily due to non-cash share-based compensation offset<br>by OneFirm efficiencies and overall leaner operations.
General<br> and administrative expenses (“G&A”)		1,492,839			991,633			501,206			51	%	Increased G&A substantially driven by acquisition related cash and<br>non-cash costs offset by OneFirm efficiencies and overall leaner operations.
Marketing<br> and advertising expenses (“M&A”)		67,207			76,983			(9,776	)		-13	%	M&A<br> decrease consistent with Company’s current marketing strategy.
Depreciation<br> and amortization (“D&A”)		346,151			469,788			(123,637	)		-26	%	Decrease<br>pursuant to passage of time as assets become fully amortized.
Total<br> operating expenses		5,458,490			4,379,920			1,078,570			25	%
								-
Loss<br> from operations		(2,371,813	)		(1,146,578	)		(1,225,235	)		107	%
								-
Other<br> income (expense)								-
Interest<br> expense		(297,642	)		(365,970	)		68,328			-19	%	Decrease<br> per periodic paydowns on loan balances
Interest<br> (expense) related parties		(21,346	)		(37,525	)		16,179			-43	%	Decrease per periodic paydowns on loan balances
Other<br> income (expense), net		(20,100	)		11			(20,111	)		-182827	%	Decrease pursuant to other non-operating miscellaneous expenditures.
Recognition<br> and change in fair value of warrant liabilities		-			60,667			(60,667	)		-100	%	Decrease<br> pursuant to the settlement of all material derivative warrant liabilities.
Total<br> other (expense) income		(339,088	)		(342,817	)		3,729			-1	%
Net<br> loss		(2,710,901	)		(1,489,395	)		(1,221,506	)		82	%
Non-GAAP<br> Measure
AEBITDA		(381,690	)		(177,966	)		(203,724	)		114	%	Primarily<br>lower due to fluctuations discussed above in the revenue and commission expense accounts offset by improvements in other expense accounts.

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Comparison

of the six months ended June 30, 2025 to the six months ended June 30, 2024

	Six<br> Months Ended
	June<br> 30, 2025			June<br> 30, 2024			Value<br> Fluctuation			Percent<br> Fluctuation			Explanations
Commission<br> Income (“CI”)	$	7,322,897		$	7,315,780		$	7,117			0	%	CI flat, primarily driven by 4% lower medical commission revenues, offset<br>by 18% growth in P&C revenues.
Commission<br> Expense (“CE”)		2,458,202			2,162,905			295,297			14	%	Increased CE primarily influenced by the 18% growth in P&C revenue<br>as well as general market related increased commission rates.
Salaries<br> and wages (“S&W”)		4,793,357			3,786,814			1,006,543			27	%	Increased S&W primarily due to non-cash share-based compensation offset<br>by OneFirm efficiencies and overall leaner operations.
General<br> and administrative expenses (“G&A”)		3,009,067			2,366,523			642,544			27	%	Increased G&A substantially driven by acquisition related cash and<br>non-cash costs as well as non-cash share-based payments, offset by OneFirm efficiencies and overall leaner operations.
Marketing<br> and advertising expenses (“M&A”)		134,483			204,025			(69,542	)		-34	%	M&A<br> decrease consistent with Company’s current marketing strategy
Change<br> in estimated acquisition earn-out payables		-			47,761			(47,761	)		-100	%	Decrease pursuant to the settlement of earn-out payables.
Depreciation<br> and amortization (“D&A”)		706,746			1,003,941			(297,195	)		-30	%	Decrease pursuant to passage of time as assets become fully amortized,<br>as well as impaired intangible assets no longer incurring D&A.
Asset<br> impairment		-			3,922,110			(3,922,110	)		-100	%	No impaired assets during the current period.
Total<br> operating expenses		11,101,855			13,494,079			(2,392,224	)		-18	%
								-
Loss<br> from operations		(3,778,958	)		(6,178,299	)		2,399,341			-39	%
								-
Other<br> income (expense)								-
Interest<br> expense		(598,124	)		(735,646	)		137,522			-19	%	Decrease<br> per periodic paydowns on loan balances
Interest<br> (expense) related parties		(46,106	)		(78,134	)		32,028			-41	%	Decrease<br> per periodic paydowns on loan balances
Other<br> income (expense), net		(24,598	)		22			(24,620	)		-111909	%	Decrease pursuant to other non-operating miscellaneous expenditures.
Recognition<br> and change in fair value of warrant liabilities		-			156,000			(156,000	)		-100	%	Fluctuation<br> per fair value changes in derivative warrant liabilities.
Total<br> other (expense) income		(668,828	)		(657,758	)		(11,070	)		2	%
Loss<br> from continuing operations before tax		(4,447,786	)		(6,836,057	)		2,388,271			-35	%	Fluctuation explained on an account basis above.
Non-GAAP<br> Measure
AEBITDA		(211,688	)		(251,620	)		39,932			-16	%	Improved AEBITDA results primarily due to OneFirm efficiencies and overall<br>leaner operations.

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Non-GAAPReconciliation from Net Loss to AEBITDA

The following table provides a reconciliation from net income (loss) to AEBITDA for the periods ended June 30, 2025 and June 30, 2024

	The<br> Period Ended June 30,						Six<br> Months Ended June 30,
	2025			2024			2025			2024
Net<br> income (loss)		(2,710,901	)		(1,489,395	)		(4,447,786	)		(6,836,057	)
Adjustments:
Interest<br> and related party interest expense		318,988			403,495			644,230			813,780
Depreciation<br> and amortization		346,151			469,788			706,746			1,003,941
Asset<br> impairment		-			-			-			3,922,110
Goodwill<br> Impairment		-			-
Share<br> based compensation employees directors and third parties		1,479,557			333,897			2,504,542			488,808
Change<br> in estimated acquisition earn-out payables		-			-			-			47,761
Other<br> (income) expense, net		-			(11	)		24,598			(22	)
Transactional<br> costs		248,049			119,203			391,236			373,096
Non-standard<br> costs		(63,534	)		45,724			(35,254	)		90,963
Recognition<br> and change in fair value of warrant liabilities		-			(60,667	)		-			(156,000	)
Total<br> adjustments		2,329,211			1,311,429			4,236,098			6,584,437
AEBITDA		(381,690	)		(177,966	)		(211,688	)		(251,620	)

Liquidityand capital resources

As of June 30, 2025, we had a cash balance of approximately $3,375,000 and working capital of approximately $2,089,000, compared with a cash balance of approximately $1,798,000 and working capital of approximately $416,000 at December 31, 2024.

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 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. The closing of the Private Placement-2025 occurred on or about June 20, 2025.

Aggregate gross proceeds to the Company from the Private Placement-2025 were approximately $2.5 million, prior to deducting placement agent fees and other offering expenses payable by the Company, estimated at around $351,000, which resulted in estimated net proceeds of $2.15 million. The Company would receive an additional approximate $4.25 million in aggregate gross proceeds if all of the Series J Warrants were exercised via a cash exercise.

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.

Off-balancesheet arrangements

We did not have any off-balance sheet arrangements, as such term is defined in Regulation S-K, during the six months ended June 30, 2025.

CashFlows

	Six Months Ended<br> <br>June 30,
	2025			2024
Net<br> cash used in operating activities	$	(654,681	)		(889,594	)
Net<br> cash (used in) provided by investing activities		(27,137	)		(36,531	)
Net<br> cash provided by financing activities		2,259,335			1,002,825
Net<br> increase in cash, cash equivalents, and restricted cash	$	1,577,517		$	76,700

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OperatingActivities

Net cash used in operating activities for the six months ended June 30, 2025, was approximately $655,000, compared to net cash flows used in operating activities of approximately $890,000 for the six months ended June 30, 2024. The cash used includes a net loss of approximately $4,448,000, decreased by approximate non-cash adjustments of $3,224,000 related to depreciation and amortization of approximately $707,000, share based compensation of approximately $2,505,000, and amortization of debt costs and non cash lease expense of approximately $13,000 as well as a net increase in cash due to changes of net working capital items of approximately $569,000.

InvestingActivities

During the six months ended June 30, 2025, cash flows used in investing activities approximated $27,000 compared to cash flows used by investing activities of approximately $36,500 for the six months ended June 30, 2024. The cash used during the six months ended June 30, 2025 is primarily related to the purchase of fixed tangible and intangible assets.

FinancingActivities

During the six months ended June 30, 2025, approximate cash provided by financing activities was $2.3 million, as compared to approximately $1.0 million for the six months ended June 30, 2024. Net cash provided by financing activities during the six months ended June 30, 2025, relates to proceeds from related party loans payable of approximately $1.1 million and from private placement offerings of approximately 2.1 million, offset by debt principal, short-term financings, and related party payables repayments of approximately $1.0 million.

SignificantAccounting 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 Conditionand 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.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item4. Controls and Procedures

Evaluationof 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 June 30, 2025, and determined them to be effective as of June 30, 2025.

Changesin 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

Item1. 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 June 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.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

Date of<br><br> <br>Transaction	Transaction type<br><br> <br>(e.g. new issuance,<br><br> <br>cancellation,<br><br> <br>shares returned to<br><br> <br>treasury) and all<br><br> <br>under Section<br><br> <br>4(a)(2) of the<br><br> <br>Securities Act of<br><br> <br>1933	Number of Securities Issued (or cancelled) (1)		Class of Securities	Value<br> 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/<br><br> <br>Entity Securities<br><br> <br>were issued to (entities must have<br><br> <br>individual<br><br> <br>with voting/<br><br> <br>investment<br><br> <br>control<br><br> <br>disclosed).	Reason for<br><br> <br>Securities<br><br> <br>issuance (e.g. for<br><br> <br>cash or debt<br><br> <br>conversion) OR<br><br> <br>Nature of<br><br> <br>Services<br><br> <br>Provided<br><br> <br>(if<br><br> <br>applicable)	Restricted or<br><br> <br>Unrestricted<br><br> <br>as of this<br><br> <br>filing?	Exemption or Registration Type?
5/30/2025	New		41,322	Common		No	Outside<br> the Box Capital, Inc.	Prepayment<br> for services	Restricted		4	(a)(2)
5/30/2025	New		82,645	Common		No	Tie<br> Out Investments Inc.	Prepayment<br> for services	Restricted		4	(a)(2)

All values are in US Dollars.

Item3. Defaults Upon Senior Securities.

Not applicable.

Item4. Mine Safety Disclosures.

Not applicable.

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Item5. Other Information.

(a) None.

(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 June 30, 2025, no director or officer adopted or terminated: (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K

Item6. Exhibits

The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

Exhibit No.	Description
3.1	Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
3.2	Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
3.3	Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 5, 2021 (SEC File No. 333-249381)).
3.4	Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)).
3.5	Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No. 001-40020)).
3.6	Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)).
3.7	Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No. 001-40020)).
3.8	Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024 (SEC File No. 001-40020)).
3.9	Amendment No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025).
3.10	Articles of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025.
4.1	Amendment, dated June 24, 2025, to the Revolving Note between the Company and YES Americana Group, LLC, dated March 5, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2025).
10.1†	2024<br> Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the registrant’s registrant statement on Form S-8 filed<br> with the Securities and Exchange Commission on January 21, 2025).
10.2	Amendment<br> No. 2 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan<br> Spetner, and Agudath Israel of America, dated as of February 20, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s<br> Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2025).
10.3	Revolving<br> Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference<br> to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March<br> 7, 2025).
10.4	Revolving<br> Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to<br> the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025).
10.5	Amendment, dated June 24, 2025, to the Revolving Credit Facility Agreement between the Company and YES Americana Group, LLC, dated March 5, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on form 8-K filed with the Securities and Exchange Commission on June 24, 2025).
31.1*	Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Section<br> 1350 Certification of the Chief Executive Officer and Chief Financial Officer
101.INS*	Inline<br> XBRL Instance Document
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema Document
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline<br> XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

*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:<br> July 30, 2025	By:	/s/ Ezra Beyman
		Ezra<br> Beyman
		Chief<br> Executive Officer
		(principal<br> executive officer)
Date:<br> July 30, 2025	By:	/s/ Joel Markovits
		Joel<br> Markovits
		Chief<br> Financial Officer
		(principal<br> financial officer and principal accounting officer)

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Exhibit 31.1

CERTIFICATIONS

I, Ezra Beyman, certify that:

I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for Reliance Global Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: July 30, 2025	By:	/s/ Ezra Beyman
---	---	---
		Ezra Beyman
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Joel Markovits, certify that:

I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for Reliance Global Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2025	By:	/s/ Joel Markovits
---	---	---
		Joel Markovits
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley ActOf 2002

(Subsections (A) And (B) Of Section 1350, Chapter63 of Title 18, United States Code)

Each of the undersigned officers of Reliance Global Group, Inc. (the “Company”), does hereby certify, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 30, 2025	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer (Principal Executive Officer)
Date: July 30, 2025	By:	/s/ Joel Markovits
---	---	---
		Joel Markovits
		Chief Financial Officer
		(Principal Financial Officer)