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, 2024

☐ 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<br><br> <br>of<br> incorporation 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 25, 2024, the registrant had 1,239,407 shares of common stock, par value $0.086 per share, outstanding.

TABLE

OF CONTENTS

PART I
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4. Controls and Procedures.	26
PART II
Item 1. Legal Proceedings.	27
Item 1A. Risk Factors.	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 3. Defaults Upon Senior Securities.	28
Item 4. Mine Safety Disclosures.	28
Item 5. Other Information.	28
Item 6. Exhibits	28

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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

(Unaudited)

			December 31,
			2023
Assets
Current assets:
Cash	1,405,824		$	1,329,016
Restricted cash	1,409,787			1,409,895
Accounts receivable	945,823			1,298,863
Accounts receivable, related parties	7,451			6,603
Accounts receivable	7,451			6,603
Other receivables	167,292			899
Prepaid expense and other current assets	385,987			333,756
Total current assets	4,322,164			4,379,032
Property and equipment, net	140,483			139,999
Right-of-use assets	1,013,703			739,830
Intangibles, net	6,152,752			11,042,757
Goodwill	6,693,099			6,693,099
Other non-current assets	21,791			20,292
Total assets	18,343,992		$	23,015,009
Current liabilities:
Accounts payable and other accrued liabilities	1,420,697		$	835,483
Short term financing agreements	108,525			56,197
Current portion of loans payables, related parties	443,853			454,953
Other payables	14,434			7,414
Current portion of long-term debt	1,471,233			1,390,766
Current portion of leases payable	263,369			285,171
Earn-out liability, current portion	-			159,867
Total current liabilities	3,722,111			3,189,851
Loans payable, related parties, less current portion	660,875			897,529
Long term debt, less current portion	10,289,853			11,026,971
Leases payable, less current portion	781,586			484,335
Warrant liabilities	326			268,993
Total liabilities	15,454,751			15,867,679
Stockholders’ equity:
Preferred stock, 0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	-			-
Common stock, 0.086 par value; 117,647,059 shares authorized and 1,037,027 and 280,117 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	89,184			24,089
Additional paid-in capital	48,638,079			46,125,206
Accumulated deficit	(45,838,022	)		(39,001,965	)
Total stockholders’ equity	2,889,241			7,147,330
Total liabilities and stockholders’ equity	18,343,992		$	23,015,009

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)

	2024			2023			2024			2023
	Three<br>Months Ended June 30,						Six<br>Months Ended June 30,
	2024			2023			2024			2023
Revenue
Commission income	$	3,233,342		$	3,195,905		$	7,315,780		$	7,135,008
Total revenue		3,233,342			3,195,905			7,315,780			7,135,008
Operating expenses
Commission expense		886,364			829,274			2,162,905			1,912,600
Salaries and wages		1,955,152			1,771,064			3,786,814			3,526,957
General and administrative expenses		991,633			1,125,211			2,366,523			1,962,978
Marketing and advertising		76,983			109,860			204,025			246,432
Change in estimated acquisition earn-out payables		-			543,233			47,761			1,019,925
Depreciation and amortization		469,788			655,449			1,003,941			1,309,227
Asset impairments		-			-			3,922,110			-
Total operating expenses		4,379,920			5,034,091			13,494,079			9,978,119
Loss from operations		(1,146,578	)		(1,838,186	)		(6,178,299	)		(2,843,111	)
Other (expense) income
Interest expense		(365,970	)		(370,905	)		(735,646	)		(722,462	)
Interest expense, related parties		(37,525	)		(51,153	)		(78,134	)		(92,629	)
Interest expense		(37,525	)		(51,153	)		(78,134	)		(92,629	)
Other income (expense), net		11			(16,979	)		22			(13,297	)
Recognition and change in fair value of warrant liabilities		60,667			(1,592,509	)		156,000			2,673,723
Total other (expense) income		(342,817	)		(2,031,546	)		(657,758	)		1,845,335
Loss from continuing operations before tax		(1,489,395	)		(3,869,732	)		(6,836,057	)		(997,776	)
Income (loss) from discontinued operations before tax		-			2,814,445			-			(1,846,048	)
Net loss	$	(1,489,395	)	$	(1,055,287	)	$	(6,836,057	)	$	(2,843,824	)
Basic (loss) earnings per share
Continuing operations	$	(2.76	)	$	(24.21	)	$	(14.77	)	$	(7.93	)
Discontinued operations	$	-		$	17.61		$	-		$	(14.68	)
Basic (loss) earnings per share	$	(2.76	)	$	(6.60	)	$	(14.77	)	$	(22.61	)
Diluted (loss) earnings per share
Continuing operations	$	(2.76	)	$	(24.21	)	$	(14.77	)	$	(7.93	)
Discontinued operations	$	-		$	17.61		$	-		$	(14.68	)
Diluted (loss) earnings per share	$	(2.76	)	$	(6.60	)	$	(14.77	)	$	(22.61	)
Weighted average number of shares outstanding - Basic		539,133			159,795			462,773			125,791
Weighted average number of shares outstanding - Diluted		539,133			159,795			462,773			125,791

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 Stock				Additional<br><br> <br>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		123,699						124,648
									-
Common shares issued for abeyance share conversions		42,545		3,659		(3,659	)					-
									-
Common share-based compensation		1,149		99		18,466			-			18,565
Net loss		-		-		-			(5,346,663	)		(5,346,663	)
Balance, March 31, 2024		334,847	$	28,796	$	46,281,340		$	(44,348,628	)	$	1,961,508
Common share payments for earn-outs		30,029		2,582		(2,582	)		-			-
Common shares issued for ATM share sales		302,677		26,032		1,917,664			-			1,943,696
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	$	48,638,079	****	$	(45,838,022	)	$	2,889,241	****

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| --- | | | Shares | | Amount | | capital | | | Deficit | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Common Stock | | | | Additional Paid-in | | | Accumulated | | | | | | | | Shares | | Amount | | Capital | | | Deficit | | | Total | | | | Balance, December 31, 2022 | | 71,740 | $ | 6,170 | $ | 35,896,852 | | $ | (26,991,983 | ) | $ | 8,911,039 | | | Common share payments for earn-outs | | 6,433 | | 553 | | 981,925 | | | - | | | 982,478 | | | Common share payments for related party convertible debt | | 3,926 | | 338 | | 644,662 | | | - | | | 645,000 | | | Common shares issued for reverse stock split round up | | 902 | | 77 | | (4,723 | ) | | - | | | (4,646 | ) | | Common shares issued in 2023 private placement | | 9,120 | | 784 | | 3,445,700 | | | - | | | 3,446,484 | | | Common share-based compensation | | - | | - | | 43,797 | | | - | | | 43,797 | | | Net loss | | - | | - | | - | | | (1,788,538 | ) | | (1,788,538 | ) | | Balance, March 31, 2023 | | 92,121 | $ | 7,922 | $ | 41,008,213 | | $ | (28,780,521 | ) | $ | 12,235,614 | | | Balance | | 92,121 | $ | 7,922 | $ | 41,008,213 | | $ | (28,780,521 | ) | $ | 12,235,614 | | | Common shares issued for services | | 6,621 | | 570 | | 377,425 | | | - | | | 377,995 | | | Common share payments for earn-outs | | 20,721 | | 1,782 | | 1,431,918 | | | - | | | 1,433,700 | | | Common shares issued for vested stock awards | | 1,307 | | 112 | | (112 | ) | | - | | | - | | | Common share-based compensation | | - | | - | | 35,367 | | | - | | | 35,367 | | | Net loss | | - | | - | | - | | | (1,055,287 | ) | | (1,055,287 | ) | | Balance, June 30, 2023 | | 120,770 | $ | 10,387 | $ | 42,852,810 | | $ | (29,835,808 | ) | $ | 13,027,389 | | | Balance | | 120,770 | $ | 10,387 | $ | 42,852,810 | | $ | (29,835,808 | ) | $ | 13,027,389 | |

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)

	2024			2023
	Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,836,057	)	$	(2,843,824	)
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation and amortization		1,003,941			1,309,227
Asset impairments		3,922,110			-
Amortization of debt issuance costs and accretion of debt discount		23,442			23,442
Non-cash lease expense (income)		1,574			(4,355	)
Equity based compensation expense		264,331			79,164
Equity based payments to service providers		224,477			377,995
Recognition and change in fair value of warrant liability		(156,000	)		(2,673,723	)
Earn-out fair value and write-off adjustments		47,761			1,019,925
Change in operating assets and liabilities:
Accounts receivable		353,040			15,444
Accounts receivable, related parties		(847	)		(1,072	)
Other receivables		(166,393	)		10,816
Prepaid expense and other current assets		(161,708	)		(303,322	)
Other non-current assets		(1,500	)		-
Accounts payables and other accrued liabilities		585,215			(40,135	)
Other payables		7,020			115,988
Net cash used in continuing operating activities		(889,594	)		(2,914,430	)
Net cash adjustments for discontinued operating activities		-			907,329
Total net cash used in continuing and discontinued operating activities		(889,594	)		(2,007,101	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in NSURE		-			900,000
Purchase of property and equipment		(15,397	)		(13,010	)
Purchase of intangibles		(21,134	)		(151,862	)
Net cash (used in) provided by investing activities		(36,531	)		735,128
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt		(680,093	)		(450,935	)
Principal repayments of short-term financings		(106,460	)
Proceeds from short-term financings		158,788			58,707
Payments of loans payable, related parties		(437,754	)		(649,870	)
Proceeds from common shares issued through an at the market offering		2,068,344			-
Earn-out liability payments		-			(344,225	)
Proceeds from private placement of shares and warrants		-			3,446,484
Net cash provided by continuing financing activities		1,002,825			2,060,161
Net cash used in discontinued financing activities		-			(17,701	)
Total net cash provided by continuing and discontinued financing activities		1,002,825			2,042,460
Net increase in cash and restricted cash		76,700			770,487
Cash and restricted cash at beginning of year		2,738,911			1,909,769
Cash and restricted cash at end of year	$	2,815,611		$	2,680,256

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, 2023 (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 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.

Liquidity

As

of June 30, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $2,816,000, current assets were approximately $4,322,000, and current liabilities were approximately $3,722,000. As of June 30, 2024, the Company had working capital of approximately $600,000 and stockholders’ equity of approximately $2,889,000. For the six months ended June 30, 2024, the Company had a loss from operations of approximately $6,178,000, which includes a non-cash asset impairment loss of approximately $3,922,000, and net loss of approximately $6,836,000. During the first quarter of 2024, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with EF Hutton LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through the Agent, shares of its common stock having an approximate aggregate remaining offering price of up to $1,728,825 as of the date of filing of this Quarterly Report on Form 10-Q.

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 reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows:

SCHEDULE

OF RESTRICTED CASH IN STATEMENT OF CASH FLOW

	June 30, 2024		June 30, 2023
Cash	$	1,405,824	$	1,274,743
Restricted cash		1,409,787		1,405,513
Total cash and restricted cash	$	2,815,611	$	2,680,256

FairValue of Financial Instruments

Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities;

Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and

Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.

WarrantLiabilities: The Company re-measures the fair value of its material Level 3 warrant liabilities at the balance sheet date, or at interim dates as applicable for warrant exercise transactions that may occur, using a binomial option pricing model. The following summarizes the significant unobservable inputs for valuations occurring during the periods ended:

SCHEDULE OF WARRANT LIABILITY

	June 30, 2024			December 31, 2023
Stock price	$	3.74		$	9.18
Volatility		135.00	%		110.00	%
Time to expiry		4.53			4.99
Dividend yield		0	%		0	%
Risk free rate		4.30	%		3.80	%
Warrants measurement input		4.30	%		3.80	%

The following reconciles fair value of the liability classified warrants:

SCHEDULE

OF RECONCILES FAIR VALUE OF LIABILITY CLASSIFIED WARRANTS

	Series B<br><br> <br>Warrant<br><br> <br>Liabilities			Placement<br><br> <br>Agent Warrants		Total
Beginning balance, December 31, 2023	$	268,667		$	326	$	268,993
Unrealized gain		(95,333	)		-		(95,333	)
Warrants exercised or exchanged		-			-		-
Ending balance, March 31, 2024	$	173,334		$	326	$	173,660
Balance	$	173,334		$	326	$	173,660
Unrealized gain		(60,667	)		-		(60,667	)
Warrants exercised or exchanged		(112,667	)		-		(112,667	)
Ending balance, June 30, 2024	$	-		$	326	$	326
Balance	$	-		$	326	$	326

Earn-outliabilities: The Company utilizes two valuation methods to value its Level 3 earn-out liabilities: (a) the income valuation approach, and (b) the Monte Carlo simulation method. Key valuation and unobservable inputs for the income valuation approach include contingent payment arrangement terms, projected revenues and cash flows, rates of return, discount rates and probability assessments.

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The following table summarizes the significant unobservable inputs used in the fair value measurements:

SCHEDULE

OF FAIR VALUE MEASUREMENTS

	June 30, 2024	December 31, 2023
Valuation technique	N/A	Discounted cash flow
Significant unobservable input	N/A	Projected revenue and probability of achievement

The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs:

The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2024, and December 31, 2023:

SCHEDULE

OF GAIN OR LOSSES RECOGNIZED FAIR VALUE

	June 30, 2024			December 31, 2023
Beginning balance – January 1	$	159,867		$	2,709,478
Acquisitions and settlements		-			(3,260,403	)
Period adjustments:
Fair value changes included in earnings*		47,761			1,716,873
Earn-out payable in common shares		(17,628	)		(159,867	)
Earn-out transferred to loans payable, related parties		-			(846,214	)
Earn-out payments		(190,000	)		-
Ending balance		-			159,867
Less: Current portion		-			(159,867	)
Ending balance, less current portion	$	-		$	-
*	Recorded<br> in the change in estimated acquisition earn-out payables caption on the condensed consolidated statements of operations.
---	---

RevenueRecognition

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

SCHEDULE

OF DISAGGREGATION REVENUE

Three Months ended June 30, 2024	Medical		Life		Property and Casualty		Disaggregates revenue
Three Months Ended June 30, 2024	Medical		Life		Property and Casualty		Total
Three months ended June 30, 2024	$	2,389,845	$	38,744	$	804,753	$	3,233,342
Three months ended June 30, 2023	$	2,526,713	$	71,980	$	597,212	$	3,195,905
Six months ended June 30, 2024	$	5,715,662	$	94,961	$	1,505,157	$	7,315,780
Six months ended June 30, 2023	$	5,822,458	$	105,604	$	1,206,946	$	7,135,008

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

SCHEDULE

OF CONCENTRATIONS OF REVENUES

Insurance Carrier	2024			2023
	Three Months Ended June 30,
Insurance Carrier	2024			2023
Priority Health		22	%		28	%
BlueCross BlueShield		11	%		12	%
Insurance carrier		11	%		12	%

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| --- | | Insurance Carrier | 2024 | | | 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Six Months Ended June 30, | | | | | | | Insurance Carrier | 2024 | | | 2023 | | | | Priority Health | | 35 | % | | 37 | % | | BlueCross BlueShield | | 12 | % | | 13 | % | | Insurance carrier | | 12 | % | | 13 | % |

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2024 and 2023. 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, 2024 and 2023 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes 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, 2024 and December 31, 2023, 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.

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 Form 10-K.

NOTE

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2024, and December 31, 2023, adjusted for discontinued operations.

SCHEDULE

OF IMPAIRMENT OF GOODWILL

	Goodwill
December 31, 2022	$	14,287,099
Goodwill impairment recognized as of December 31, 2023		(7,594,000	)
December 31, 2023		6,693,099
June 30, 2024	$	6,693,099

AssetImpairments:

During

the quarter ended March 31, 2024, certain intangible assets stemming from discontinued operations which were originally transferred to the Company’s operating entity, were determined to have carrying values exceeding fair value, and thus were considered impaired. These intangible assets consisted of customer relationships, and internally developed and purchased software, with respective net of accumulated amortization asset values of $3,802,438, $65,411, and $54,261. The write-offs resulted in a total asset impairment charge of $3,922,110, recorded in the asset impairment account on the unaudited condensed consolidated statements of operations for the six-month period ended June 30, 2024.

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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, 2024:

SCHEDULE

OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

	Weighted<br><br> <br>Average Remaining Amortization<br><br> <br>Period<br><br> <br>(Years)	Gross<br><br> <br>Carrying Amount		Accumulated<br><br> <br>Amortization			Net Carrying<br><br> <br>Amount
Trade name and trademarks	1.0	$	1,807,188	$	(1,487,205	)	$	319,983
Internally developed software	2.7		1,698,186		(773,371	)		924,815
Customer relationships	6.3		7,372,290		(2,813,315	)		4,558,975
Purchased software	2.0		564,396		(563,074	)		1,322
Video production assets	-		50,000		(50,000	)		-
Non-competition agreements	0.4		3,504,810		(3,157,153	)		347,657
		$	14,996,870	$	(8,844,118	)	$	6,152,752

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, 2023:

	Weighted<br><br> <br>Average Remaining Amortization<br><br> <br>period<br><br> <br>(Years)	Gross<br><br> <br>Carrying Amount		Accumulated<br><br> <br>Amortization			Net Carrying<br><br> <br>Amount
Trade name and trademarks	1.5	$	1,807,189	$	(1,320,939	)	$	486,250
Internally developed software	3.2		1,798,922		(650,029	)		1,148,893
Customer relationships	8.0		11,922,290		(3,193,629	)		8,728,661
Purchased software	0.3		667,206		(618,418	)		48,788
Video production assets	-		50,000		(50,000	)		-
Non-competition agreements	0.9		3,504,810		(2,874,645	)		630,165
		$	19,750,417	$	(8,707,660	)	$	11,042,757

The following table reflects expected amortization expense as of June 30, 2024, 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
2024 (remaining six months)	$	764,453
2025		1,397,041
2026		1,148,216
2027		807,696
2028		717,314
Thereafter		1,318,032
Total	$	6,152,752

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NOTE

LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-TermDebt

The composition of the long-term debt is as follows:

SCHEDULE

OF LONG TERM DEBT

			December 31,<br> <br>2023
Oak Street Funding LLC Term Loan	338,812		$	369,602
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of prime rate plus 2.5%, maturing August 2028, net of deferred financing costs of 9,060 and 10,069 as of June 30, 2024 and December 31, 2023, respectively	338,812		$	369,602
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of prime rate plus 1.5%, maturing December 2028, net of deferred financing costs of 11,250 and 12,525 as of June 30, 2024, and December 31, 2023, respectively	557,497			604,830
Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of prime rate plus 2.0%, maturing April 2029, net of deferred financing costs of 6,997 and 7,733 as of June 30, 2024 and December 31, 2023, respectively	646,205			695,758
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of prime rate plus<br> 2.0%, maturing May 2029, net of deferred financing costs of 28,117 and 31,026 as of June 30, 2024 and December 31, 2023,<br> respectively	1,636,131			1,758,558
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of prime rate plus<br> 2.0%, maturing September 2029, net of deferred financing costs of 32,409 and 35,649 as of June 30, 2024 and December 31, 2023,<br> respectively	2,712,692			2,899,409
Oak Street Funding LLC Term Loan for the acquisition of Barra, variable<br> interest of prime rate plus 2.5%, maturing May 2032, net of deferred financing costs of 166,049 and 176,762 as of June 30, 2024<br> and December 31, 2023, respectively	5,869,749			6,089,580
Long term debt gross	11,761,086			12,417,737
Less: current portion	(1,471,233	)		(1,390,766	)
Long-term debt	10,289,853		$	11,026,971

All values are in US Dollars.

OakStreet Funding LLC – Term Loans and Credit Facilities

SCHEDULE

OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES

Years Ending December 31,	Maturities of<br><br> <br>Long-Term Debt
2024 (remaining six months)	$	714,133
2025		1,552,772
2026		1,729,160
2027		1,925,603
2028		2,106,978
Thereafter		3,986,322
Total		12,014,968
Less: debt issuance costs		(253,882	)
Total	$	11,761,086

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Short-TermFinancings

The

Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal installments over a period of twelve months or less and carry interest rates ranging between 7.95% and 11.95% per annum. As of June 30, 2024, and December 31, 2023, balances outstanding on short-term financings were $108,525 and $56,197, respectively.

NOTE

WARRANT LIABILITIES

SeriesB Warrants and PAW’s

On

June 18, 2024, the holder of the remaining Series B Warrants exercised all their remaining 50,980 warrants via cashless exercises, thereby acquiring 39,569 shares of the Company’s common stock, $0.086 par value per share. The Series B Warrants effective exercise price per share as of the date of the exercises was $3.91.

For

the three and six months ended June 30, 2024, net fair value gains and losses recognized for the Series B Warrants and PAW’s, were gains of $60,667 and $156,000, respectively, whereas for the three and six months ended June 30, 2023, net fair value gains and losses recognized were a loss of $1,592,509 and a gain of $2,673,723, respectively, presented in the recognition and change in fair value of warrant liabilities account in the unaudited consolidated statements of operations.

As of June 30, 2024, there were 0 and 959 Series B Warrants and PAW’s outstanding respectively, with respective fair values of $0 and $326, presented in the warrant liability account on the condensed consolidated balance sheets.

As

of June 30, 2023, there were 78,383 and 959 Series B Warrants and PAW’s outstanding, with respective fair values of $3,741,983 and $326, presented in the warrant liability account on the unaudited condensed consolidated balance sheets.

NOTE

EQUITY

CommonStock

The

Company is authorized to issue 117,647,059 shares of common stock, $0.086 par value. 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.

During

the first quarter of 2024, the Company issued 11,036 shares through its ATM program, 42,545 pursuant to abeyance share conversions and 1,149 shares for equity-based compensation.

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 second quarter of 2024, the Company issued 302,677 shares through its ATM program, 59,471 pursuant to abeyance share conversions, 60,373 shares for equity-based compensation, 30,029 shares for repayment of an earn-out liability, 39,569 shares on the exercise of Series B warrants, 192,236 shares for the exercise of Series G warrants, and 17,825 shares for service rendered.

As

of June 30, 2024, and December 31, 2023, there were 1,037,027 and 280,117 shares of common stock outstanding, respectively.

AbeyanceShares

During

the first and second quarters of 2024 respectively, upon request from an institutional investor, the Company converted 42,545

and 59,471 abeyance shares into common stock,

thereby issuing 42,545

and 59,471 common shares, resulting in zero abeyance

shares outstanding as of June 30, 2024.

SeriesG Warrants

Pursuant

to the terms of the Series G Warrants, during the second quarter of 2024, the Series G Warrant exercise price reset from $11.16 per share to $3.96 per share, as a result of sales of our common stock pursuant to the ATM Agreement discussed below. On June 18, 2024, the holder of the Series G Warrants exercised all of its 247,678 warrants, via cashless exercises, thereby acquiring 192,236 shares of the Company’s common stock, which resulted in no remaining Series G Warrants outstanding as of June 30, 2024.

| 14 |

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AtMarket Program (the “ATM”)

On February 15, 2024, the Company entered into the ATM Agreement with the Agent, pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its common stock having an aggregate maximum offering price as determined by the then in effect prospectus supplement to the base prospectus included in the registration statement (the “ATM Capacity”). Any shares offered and sold in the ATM offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275190), which was declared effective by the SEC on November 7, 2023, and related prospectus supplements and accompanying base prospectus relating to the ATM offering. Under the Agreement, the Agent may sell shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering of shares pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all of the shares subject to the ATM Agreement, or (ii) the termination of the ATM Agreement by the Agent or the Company, as permitted therein. The Company agreed to pay to the Agent in cash, upon each sale of shares pursuant to the ATM Agreement, an amount equal to 3.5% of the gross proceeds from each such sale. The Company agreed to reimburse the Agent for certain specified expenses in connection with entering into the ATM Agreement.

During

the six months ended June 30, 2024, the Company sold 313,713

of common stock under the ATM Agreement, at an average price of $5.3492

,

receiving proceeds, net of $141,631

in

agent commissions and legal and other fees, of $2,068,344

.

From the net sale proceeds, $146,174

was

received in July 2024 and is recorded in the other receivables account in the unaudited condensed consolidated balance sheets as of June 30, 2024.As of the date of filing of this Quarterly Report on Form 10-Q, the net remaining ATM Capacity was $1,728,825.

Equity-basedCompensation

Total

stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended June 30, 2024, and 2023 was $245,766 and $35,367, respectively. Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023 was $264,331 and $79,164, respectively.

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:

SCHEDULE

OF CALCULATIONS OF BASIC AND DILUTED EPS

	Three Months			Three Months
	Ended			Ended
	June 30, 2024			June 30, 2023
Loss from continuing operations	$	(1,489,395	)	$	(3,869,732	)
Net loss continuing operations, numerator, basic computation		(1,489,395	)		(3,869,732	)
Recognition and change in fair value of warrant liabilities		-			-
Net loss from continuing operations, numerator, diluted computation	$	(1,489,395	)	$	(3,869,732	)
Weighted average common shares, basic		539,133			159,795
Effect of Series B Warrants		-			-
Weighted average common shares, dilutive		539,133			159,795
Loss per common share – basic	$	(2.76	)	$	(24.21	)
Loss per common share – diluted	$	(2.76	)	$	(24.21	)

| 15 |

| --- | | | Six Months | | | Six Months | | | | --- | --- | --- | --- | --- | --- | --- | | | Ended | | | Ended | | | | | June 30, 2024 | | | June 30, 2023 | | | | Loss from continuing operations | $ | (6,836,057 | ) | $ | (997,776 | ) | | Net Loss continuing operations, numerator, basic computation | | (6,836,057 | ) | | (997,776 | ) | | Recognition and change in fair value of warrant liabilities | | - | | | - | | | Net loss from continuing operations, numerator, diluted computation | $ | (6,836,057 | ) | $ | (997,776 | ) | | Weighted average common shares, basic | | 462,773 | | | 125,791 | | | Effect of Series B Warrants | | - | | | - | | | Weighted average common shares, dilutive | | 462,773 | | | 125,791 | | | Loss per common share – basic | $ | (14.77 | ) | $ | (7.93 | ) | | Loss per common share – diluted | $ | (14.77 | ) | $ | (7.93 | ) |

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 30, 2024		June 30, 2023
	For the Three Months Ended
	June30, 2024		June30, 2023
Shares subject to outstanding common stock options		510		649
Shares subject to outstanding Series A warrants		6,647		6,647
Shares subject to outstanding PAW’s		959		959
Shares subject to outstanding Series F warrants		-		123,840
Shares subject to PA Warrants		3,096		3,096
Shares subject to unvested stock awards		52		205
	June 30, 2024		June 30, 2023
---	---	---	---	---
	For the Six Months Ended
	June30, 2024		June30, 2023
Shares subject to outstanding common stock options		510		649
Shares subject to outstanding Series A warrants		6,647		6,647
Shares subject to outstanding PAW’s		959		959
Shares subject to outstanding Series F warrants		-		123,840
Shares subject to PA Warrants		3,096		3,096
Shares subject to unvested stock awards		52		205

NOTE

LEASES

Operating

lease expense for the three months ended June 30, 2024, and 2023 was $102,073 and $123,326, respectively. Operating lease expense for the six months ended June 30, 2024, and 2023 was $207,029 and $239,296 respectively. As of June 30, 2024, the weighted average remaining lease term and weighted average discount rate for the operating leases were 5.08 years and 8.35%, respectively.

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Future minimum lease payments under these operating leases consisted of the following:

SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENT

Fiscal year ending December 31,	Operating Lease Obligations
2024 (remaining six months)	$	180,322
2025		265,399
2026		229,522
2027		215,325
2028		182,190
Thereafter		225,136
Total undiscounted operating lease payments		1,297,894
Less: Imputed interest		(252,939	)
Present value of operating lease liabilities	$	1,044,955

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 and no legal contingencies are accrued as of June 30, 2024, and December 31, 2023. 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.

Earn-outliabilities

The Company, Southwestern Montana Insurance Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center, Inc., a Montana corporation (the “Seller”), and Julie A. Blockey (the “Holder”, and collectively with the Company, Subsidiary, and Seller, the “Parties”) entered into a purchase agreement on or around April 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On September 29, 2023, the Parties entered into a first amendment to the Purchase Agreement (the “First Amendment”). Pursuant to the First Amendment, the Parties agreed to a total remaining earn-out related balance of $500,000 owed under the Purchase Agreement. In satisfaction of such remaining balance, the Company agreed to issue 10,272 shares of the Company’s restricted common stock, par value $0.086 per share (the “Common Stock”), to the Holder. The First Amendment also stated that if the Nasdaq official closing price of the Common Stock is less than $41.31 on March 29, 2024 (the “Calculation Date”), then a determination of the Make-Up Amount (as defined herein) will be made. The “Make-Up Amount” means $425,000 minus the Blockey Shares Value (10,272 multiplied by the Nasdaq official closing price of the Common Stock on the Calculation Date). The First Amendment further stated that the Company shall pay the Make-Up Amount with a combination of cash and Company shares. Accordingly, on the Calculation Date, a total Make-Up Amount of $367,496 was determined, and as agreed upon by the Parties, will be payable, $190,000 in cash, and the remaining balance via the issuance of 30,029 of the Company’s Common Stock, subsequently issued to the Seller during April, 2024. The $190,000 cash balance was paid during the quarter ended June 30, 2024.

The following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2024 and December 31, 2023:

SCHEDULE

OF EARN-OUT LIABILITY

	Fortman		Montana			Altruis		Kush		Barra		Total
Ending balance December 31, 2023	$	-	$	159,867		$	-	$	-	$	-	$	159,867
Payments		-		(190,000	)		-		-		-		-
Estimates and fair value adjustments		-		47,761			-		-		-		47,761
Payable in common stock		-		(17,628	)		-		-		-		(17,628	)
Ending balance June 30, 2024	$	-	$	-		$	-	$	-	$	-	$	-
	Fortman			Montana			Altruis			Kush			Barra			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Ending balance December 31, 2022	$	667,000		$	500,001		$	834,943		$	147,534		$	560,000		$	2,709,478
Payments		(1,433,700	)		(750,001	)		(929,168	)		(147,534	)		-			(3,260,403	)
Estimates and fair value adjustments		1,612,914			569,734			94,225			-			(560,000	)		1,716,873
Payable in common stock		-			(159,867	)		-			-			-			(159,867	)
Reclass to loans payable, related parties*		(846,214	)		-			-			-			-			(846,214	)
Ending balance December 31, 2023	$	-		$	159,867		$	-		$	-		$	-		$	159,867
*	The<br> Company modified certain contingent earn-out payables by entering into fixed payment arrangements. Thus, remaining open balances<br> are reclassified to the loans payable, related parties account on the consolidated balance sheet as of June 30, 2024 and December<br> 31, 2023, respectively.
---	---

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Definitive Acquisition Agreements

On May

14, 2024, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) to acquire Spetner Associates (“Spetner”). Pursuant to the Stock Exchange Agreement, the Company agreed to: (i) acquire 80% of the issued and outstanding shares of common stock, par value $1.00 per share, of Spetner (the “Spetner Common Stock”) for $13,714,286 (which amount was to be paid as $8,000,000 in cash, the issuance of certain shares of the Company’s common stock, and the Company’s issuance of a promissory note); and (ii) have the sole option to acquire the remaining 20% of Spetner common stock for a predetermined amount based on a multiple of EBITDA.

NOTE

RELATED PARTY TRANSACTIONS

The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended June 30, 2024 and December 31, 2023, and the interest expense related parties account for the three and six-month periods ended June 30, 2024 and June 30, 2023, 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 Term Portion				for the Three Months Ended				for the Six Months Ended
Related Party	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023		June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Employee Payables		6,127		25,708		-		-		577		1,730		2,307		3,459
Deferred Purchase Price Liability		256,173		233,504		111,554		247,055		17,335		49,423		37,167		89,170
Purchase Agreement Liability		181,553		195,741		549,321		650,475		19,613		-		38,660		-
Total		443,853		454,953		660,875		897,530		37,525		51,153		78,134		92,629

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

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, 2024, we have 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. To that end, on May 14, 2024, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) to acquire Spetner Associates (“Spetner”), a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Pursuant to the Stock Exchange Agreement, the Company agreed to: (i) acquire 80% of Spetner’s issued and outstanding shares of common stock, par value $1.00 per share (the “Spetner Common Stock”) for $13,714,286 (which amount was to be paid as $8,000,000 in cash, the issuance of certain shares of the Company’s common stock, and the Company’s issuance of a promissory note; and (ii) have the sole option to acquire the remaining 20% of the Spetner Common Stock for a predetermined amount based on a multiple of EBITDA

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 launched during the summer of 2021 and currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.

With the acquisition of Barra, 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 130%.

BusinessOperations

We’ve adopted a “One-Firm” 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.

FinancialInstruments

During the quarter ended June 30, 2024, the Company’s financial instruments consisted of derivative warrants. These were accounted at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, (non-cash) gain or loss. As of June 18, 2024, all of the remaining derivative warrants were exercised and there are currently none outstanding.

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 the balance sheet date, 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. In furtherance of this strategy, on May 14, 2024, the Company entered into a Stock Exchange Agreement to acquire Spetner Associates (“Spetner”) for cash, stock and issuance of a promissory note. Spetner is a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Completion of the transaction is subject to standard and stipulated closing.

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| --- | | Acquired | Reliance 100% Controlled Entity | Date | Location | Line of Business | | --- | --- | --- | --- | --- | | U.S. Benefits Alliance, LLC (USBA) | US Benefits Alliance, LLC | October 24, 2018 | Michigan | Health Insurance | | Employee Benefit Solutions, LLC (EBS) | Employee Benefits Solutions, LLC | October 24, 2018 | Michigan | Health Insurance | | Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) | Commercial Coverage Solutions LLC | December 1, 2018 | New Jersey | P&C – Trucking Industry | | Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana) | Southwestern Montana Insurance Center, LLC | April 1, 2019 | Montana | Group Health Insurance | | Fortman Insurance Agency, LLC (Fortman or Fortman Insurance) | Fortman Insurance Solutions, LLC | May 1, 2019 | Ohio | P&C and Health Insurance | | Altruis Benefits Consultants, Inc. (Altruis) | Altruis Benefits Corporation | September 1, 2019 | Michigan | Health Insurance | | UIS Agency, LLC (UIS) | UIS Agency, LLC | August 17, 2020 | New York | P&C – Trucking Industry | | J.P. Kush and Associates, Inc. (Kush) | Kush Benefit Solutions, LLC | May 1, 2021 | Michigan | Health Insurance | | Barra & Associates, LLC | RELI Exchange, LLC | April 26, 2022 | Illinois | Health Insurance |

RecentDevelopments

Reverse Stock Split

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. 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.

Non-GAAPMeasure

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”.

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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 non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated<br> 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> Thes 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-recuring costs: This account includes non-recurring non-operational items, related to costs incurred for a legal suit the Company<br> has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental<br> information regarding the Company’s core operational performance.
●	Loss<br> from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued,<br> are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding<br> 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, 2024 to the three months ended June 30, 2023

	June 30, 2024			June 30, 2023			Value Fluctuation					Explanations
Commission income	$	3,233,342		$	3,195,905		$	37,437		1	%	Increased commission income primarily driven by sustained organic growth.
Commission expense (“CE”)		886,364			829,274			57,090		7	%	Increased CE correlated to growth in revenues.
Salaries and wages (“S&W”)		1,955,152			1,771,064			184,088		10	%	Increased S&W primarily impacted by equity-based pay.
General and administrative expenses (“G&A”)		991,633			1,125,211			(133,578	)	-12	%	Decreased G&A was driven by<br><br><br>leaner operations and OneFirm related cost-cutting measures.
Marketing and advertising (“M&A”)		76,983			109,860			(32,877	)	-30	%	M&A decrease consistent with Company’s current marketing strategy.
Change in estimated acquisition earn-out payables		-			543,233			(543,233	)	-100	%	Decrease pursuant to the settlement of all earn-out payables.
Depreciation and amortization (“D&A”)		469,788			655,449			(185,661	)	-28	%	Decrease due to impaired intangible assets no longer incurring D&A.
Total operating expenses		4,379,920			5,034,091			(654,171	)	-13	%
								-
Loss from operations		(1,146,578	)		(1,838,186	)		691,908		-38	%
								-
Other income (expense)								-
Interest expense		(365,970	)		(370,905	)		4,935		-1	%	Decrease was due to periodic paydowns on loan balances.
Interest related parties		(37,525	)		(51,153	)		13,628		-27	%	Decrease was due to periodic paydowns on loan balances.
Other income (expense), net		11			(16,979	)		16,990		-100	%	Decrease due to certain minor non-recurring and non-significant other income/expense sources.
Recognition and change in fair value of warrant liabilities		60,667			(1,592,509	)		1,653,176		-104	%	Fluctuation per fair value changes in derivative warrant liabilities and<br> warrants exercised.
Total other income (expense)		(342,817	)		(2,031,546	)		1,688,729		-83	%
Loss from continuing operations before tax		(1,489,395	)		(3,869,732	)		2,380,337		-62	%
Income from discontinued operations before tax		-			2,814,445			(2,814,445	)	-100	%	Discontinued operations did not re-occur during 2024.
Net income (loss)	$	(1,489,395	)	$	(1,055,286	)	$	(434,109	)	41	%
Non-GAAP Measure
AEBITDA	$	(177,966	)	$	(178,630	)	$	663		0	%

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RELIANCE

GLOBAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS ANALYTICS

Comparison

of the six months ended June 30, 2024 to the six months ended June 30, 2023

	June 30, 2024			June 30, 2023			Value Fluctuation					Explanations
Commission income	$	7,315,780		$	7,135,008		$	180,772		3	%	Increased commission income primarily driven by sustained organic growth.
Commission expense (“CE”)		2,162,905			1,912,600			250,305		13	%	Increased CE correlated to growth in revenues.
Salaries and wages (“S&W”)		3,786,814			3,526,957			259,857		7	%	Increased S&W primarily impacted by equity-based pay.
General and administrative expenses (“G&A”)		2,366,523			1,962,978			403,545		21	%	Increased G&A driven by higher acquisition & legal costs related to M&A activity and regulatory filings.
Marketing and advertising (“M&A”)		204,025			246,432			(42,407	)	-17	%	M&A decrease consistent with Company’s current marketing strategy
Change in estimated acquisition earn-out payables		47,761			1,019,925			(972,164	)	-95	%	Decrease pursuant to the settlement of the majority of earn-out payables.
Depreciation and amortization (“D&A”)		1,003,941			1,309,227			(305,286	)	-23	%	Decrease due to impaired intangible assets no longer incurring D&A.
Asset impairment		3,922,110			-			3,922,110				Increase due to impairment of certain intangible assets.
Total operating expenses		13,494,079			9,978,119			3,515,960		35	%
								-
Loss from operations		(6,178,299	)		(2,843,111	)		(3,335,188	)	117	%
								-
Other income (expense)								-
Interest expense		(735,646	)		(722,462	)		(13,184	)	2	%	Increase was primarily due to elevated interest rates.
Interest related parties		(78,134	)		(92,629	)		14,495		-16	%	Decrease was due to periodic paydowns on loan balances.
Other income (expense), net		22			(13,297	)		13,319		-100	%	Decrease due to certain minor non-recurring and non-significant other income/expense sources.
Recognition and change in fair value of warrant liabilities		156,000			2,673,723			(2,517,723	)	-94	%	Fluctuation per fair value changes in derivative warrant liabilities.
Total other (expense) income		(657,758	)		1,845,335			(2,503,093	)	-136	%
Loss from continuing operations before tax		(6,836,057	)		(997,776	)		(5,838,281	)	585	%
Loss from discontinued operations before tax		-			(1,846,048	)		1,846,048		-100	%	Discontinued operations did not re-occur during 2024.
Net income (loss)	$	(6,836,057	)	$	(2,843,824	)	$	(3,992,233	)	140	%
Non-GAAP Measure
AEBITDA	$	(251,620	)	$	(9,288	)	$	(242,332	)	2609	%

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Non-GAAPReconciliation from Net (Loss) Income to AEBITDA

The following table provides a reconciliation from net loss to AEBITDA for the three and six months ended June 30, 2024 and June 30, 2023.

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(1,489,395	)	$	(1,055,286	)	$	(6,836,057	)	$	(2,843,824	)
Adjustments:
Interest and related party interest expense		403,495			422,058			813,780			815,091
Depreciation and amortization		469,788			655,449			1,003,941			1,309,227
Asset impairment		-			-			3,922,110			-
Share-based compensation to employees, directors and service providers		333,897			413,362			488,808			457,158
Change in estimated acquisition earn-out payables		-			543,233			47,761			1,019,925
Other (income) expense, net		(11	)		16,979			(22	)		13,297
Transactional costs		119,203			-			373,096			-
Nonrecurring costs		45,724			47,513			90,963			47,513
Recognition and change in fair value of warrant liabilities		(60,667	)		1,592,509			(156,000	)		(2,673,723	)
(Income) loss from discontinued operations before tax		-			(2,814,445	)		-			1,846,048
Total adjustments		1,311,429			876,657			6,584,437			2,834,536
AEBITDA	$	(177,966	)	$	(178,630	)	$	(251,620	)	$	(9,288	)

Liquidityand capital resources

As of June 30, 2024, we had a cash balance of approximately $2,816,000 and working capital of approximately $600,000, compared with a cash balance of approximately $2,739,000 and working capital of approximately $1,189,000 at December 31, 2023. During the first quarter of 2024, the Company entered into an At Market Issuance Sales Agreement with EF Hutton LLC as sales agent (the “ATM Agreement”), pursuant to which the Company may offer and sell, from time to time through the sales agent, shares of its common stock having an aggregate offering price as determined by the then in effect prospectus supplement to the base prospectus included in the registration statement (the “ATM Capacity”).

During the six months ended June 30, 2024, the Company sold 313,713 shares of common stock under the ATM Agreement, at an average price of $5.3492, resulting in proceeds, net of $141,631 in agent commissions and legal and other fees, of $2,068,344. From the net sales proceeds, $146,174 was received in July 2024 and was recorded in the other receivables account in the unaudited condensed consolidated balance sheets as of June 30, 2024. As of the date of filing of this Quarterly Report on Form 10-Q, the net remaining ATM Capacity was $1,728,825.

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.

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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, 2024.

CashFlows

	Six Months Ended<br> <br>June 30,
	2024			2023
Net cash used in operating activities	$	(889,594	)		(2,007,101	)
Net cash (used in) provided by investing activities		(36,531	)		735,128
Net cash provided by financing activities		1,002,825			2,042,460
Net increase in cash, cash equivalents, and restricted cash	$	76,700		$	770,487

OperatingActivities

Net cash used in operating activities for the six months ended June 30, 2024, was approximately $890,000, compared to net cash flows used in operating activities of approximately $2.0 million for the six months ended June 30, 2023. The cash used includes a net loss of approximately $6,836,000, decreased by approximate non-cash adjustments of $5,332,000 related to asset impairments of approximately $3,922,000, gain from recognition and change in fair value of warrant liabilities of approximately $156,000, depreciation and amortization of approximately $1,004,000, other adjustments totaling approximately $562,000, as well as a net increase in cash due to changes of net working capital items of approximately $615,000.

InvestingActivities

During the six months ended June 30, 2024, cash flows used in investing activities approximated $36,500 compared to cash flows used in investing activities of approximately $735,000 for the six months ended June 30, 2023. The cash used is primarily related to the purchase of fixed tangible and intangible assets.

FinancingActivities

During the six months ended June 30, 2024, approximate cash used in financing activities was $1.0 million, as compared to approximately $2.0 million provided for the six months ended June 30, 2023. Net cash used in financing activities relates to proceeds from common shares issued pursuant to the ATM Agreement totaling approximately $2,068,000, offset by net debt principal, net short-term financings, and related party payables repayments of approximately $1,066,000.

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, 2023. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2023.

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, 2024, and determined them to be effective as of June 30, 2024.

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Changesin Internal Control over Financial Reporting

During fiscal year 2024, the Company revised its internal controls over its goodwill evaluation process to ensure that any testing performed at interim dates are rolled forward to the reporting date of the relevant financial statements. Aside from the foregoing, 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.

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, 2024. 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, 2023. Except as disclosed below, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, as amended from time to time.

Our shares of common stock are currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equity requirement, Nasdaq may take steps to delist our common stock. Any delisting would likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so.

As previously disclosed in the Current Report on Form 8-K filed on January 16, 2024 by the Company on January 12, 2024, the Company received written notice from Nasdaq’s Listing Qualifications Department notifying the Company that for the preceding 30 consecutive business days (November 29, 2023 to January 11, 2024), the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock continued to trade on Nasdaq under the symbol “RELI.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until July 10, 2024, to regain compliance with Nasdaq Listing Rule 5550(a) (2).

On July 16, 2024 Nasdaq’s Listing Qualifications Department notified the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2).

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table displays the unregistered sales of equity securities and use of proceeds.

Date of<br> <br>Transaction	Transaction type<br> <br>(e.g. new issuance,<br> <br>cancellation,<br> <br>shares returned to<br> <br>treasury) and all<br> <br>under Section<br> <br>4(a)(2) of the<br> <br>Securities Act of 1933	Number of<br> <br>Securities<br> <br>Issued (or<br> <br>cancelled) (1)		Class of Securities	Value<br> of Securities issued (/per share) at Issuance	Were the Securities<br> issued at a discount to market price at the time of issuance? (Yes/No)	Individual/<br> <br>Entity Securities<br> <br>were issued to<br> <br>(entities must have<br> <br>individual<br> <br>with voting /<br> <br>investment<br> <br>control<br> <br>disclosed).	Reason for<br> <br>Securities<br> <br>issuance (e.g. for<br> <br>cash or debt<br> <br>conversion) OR<br> <br>Nature of<br> <br>Services<br> <br>Provided (if<br> <br>applicable)	Restricted or<br> <br>Unrestricted<br> <br>as of this<br> <br>filing?		Exemption or Registration Type?
4/25/2024	New		30,029	Common		No	Julie A. Blockey	Acquisition		Restricted		4	(a)(2)
5/21/2024	New		17,825	Common		No	Outside The Box Capital Inc.	Services		Restricted		4	(a)(2)

All values are in US Dollars.

(1) Gives effect to a 1:17 reverse stock split effective as of July 1, 2024

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Item3. Defaults Upon Senior Securities.

Not applicable.

Item4. Mine Safety Disclosures.

Not applicable.

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, 2024, 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
10.1	Reliance Global Group, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on April 18, 2024).
10.2	Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan S. Spetner, Michelle Spetner and Spetner Associates, Inc. dated May 14, 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2024).
10.3	Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Section 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

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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 25, 2024	By:	/s/ Ezra Beyman
		Ezra<br> Beyman
		Chief<br> Executive Officer
		(principal<br> executive officer)
Date:<br> July 25, 2024	By:	/s/ Joel Markovits
		Joel<br> Markovits
		Chief<br> Financial Officer
		(principal<br> financial officer and principal accounting officer)

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Exhibit31.1

CERTIFICATIONS

I, Ezra Beyman, certify that:

1. I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 for Reliance Global Group, Inc.;

2. 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;

3. 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;

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

5. 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> July 25, 2024	By:	/s/ Ezra Beyman
---	---	---
		Ezra<br> Beyman
		Chief<br> Executive Officer (Principal Executive Officer)

Exhibit31.2

CERTIFICATIONS

I, Joel Markovits, certify that:

1. I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 for Reliance Global Group, Inc.;

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

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> July 25, 2024	By:	/s/ Joel Markovits
---	---	---
		Joel<br> Markovits
		Chief<br> Financial Officer
		(Principal<br> Financial Officer)

Exhibit32.1

Certification

Pursuantto Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections(A) And (B) Of Section 1350, Chapter 63 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, 2024 (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:<br> July 25, 2024	By:	/s/ Ezra Beyman
		Ezra<br> Beyman
		Chief<br> Executive Officer (Principal Executive Officer)
Date:<br> July 25, 2024	By:	/s/ Joel Markovits
		Joel<br> Markovits
		Chief<br> Financial Officer
		(Principal<br> Financial Officer)