8-K
Reliance Global Group, Inc. (EZRA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2026
RELIANCE
GLOBAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-40020 | 46-3390293 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 300 Blvd. of the Americas, Suite 105<br><br> <br>Lakewood, New Jersey | 08701 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(732)380-4600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.086 per share | EZRA | The<br> NASDAQ Capital Market |
| Series<br> A Warrants to purchase shares of Common Stock, par value $0.086 per share | RELIW | The<br> NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously announced on February 5, 2026, Reliance Global Group, Inc., a Florida corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Enquantum Ltd., an Israeli company (“Enquantum”), pursuant to which the Company agreed to acquire, subject to specified milestone criteria and other customary conditions, up to 51% of Enquantum’s issued and outstanding share capital on a fully diluted basis.
On February 23, 2026, the Company consummated the closing of the transactions contemplated by the Share Purchase Agreement (the “Closing”). At the Closing, the Company acquired an equity interest in Enquantum representing approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The Closing included (i) the conversion of a previously issued secured bridge note in the principal amount of $166,000 into Enquantum ordinary shares and (ii) an additional cash investment pursuant to the first milestone tranche under the Share Purchase Agreement.
The Share Purchase Agreement provides for additional milestone-based tranche investments designed to increase the Company’s ownership in Enquantum over time to an aggregate of 51% of Enquantum’s issued and outstanding share capital on a fully diluted basis, subject to the satisfaction (or waiver) of specified operational and commercialization milestones and other customary conditions.
In connection with the Closing, on February 19, 2026, the Company and Enquantum entered into Amendment No. 1 to the Share Purchase Agreement (“Amendment No. 1”). Amendment No. 1 provides the Company with the right, in its sole and absolute discretion, at any time following the Closing, to accelerate the funding of any one or more milestone tranches set forth in the milestone schedule to the Share Purchase Agreement, regardless of whether the applicable milestone has been satisfied, by delivering written notice to Enquantum specifying the tranche(s) to be accelerated and the proposed closing date.
Upon receipt of such notice, Enquantum is obligated to take all required corporate actions and cooperate to consummate the issuance of the applicable ordinary shares on or prior to the designated closing date. In the case of any accelerated tranche, the requirement that the applicable milestone be satisfied as a condition to such tranche closing is deemed waived by the Company; however, the exercise of such acceleration right does not constitute a waiver of any other representations, warranties, covenants, conditions, rights or remedies of the Company under the Share Purchase Agreement or related transaction documents.
Except as expressly amended by Amendment No. 1, the Share Purchase Agreement remains in full force and effect.
In connection with the Closing and pursuant to the terms of the Share Purchase Agreement, Ezra Beyman, the Company’s Chairman and Chief Executive Officer, was appointed to the board of directors of Enquantum, effective as of February 23, 2026.
Mr. Beyman was appointed to Enquantum’s board pursuant to the governance provisions set forth in the Share Purchase Agreement. There are no arrangements or understandings between Mr. Beyman and any other persons pursuant to which he was appointed to Enquantum’s board, other than the Share Purchase Agreement. There are no related party transactions between Mr. Beyman and Enquantum that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Share Purchase Agreement and Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 10, 2026, and Amendment No. 1, filed as Exhibit 10.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item3.02 — Unregistered Sales of Equity Securities
The issuance of Enquantum ordinary shares to the Company at the Closing was made in a transaction not involving a public offering and was effected outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and/or pursuant to Section 4(a)(2) of the Securities Act.
In addition, pursuant to the Share Purchase Agreement, as previously disclosed, the Company has agreed, subject to the satisfaction (or waiver) of specified milestone criteria and other closing conditions, to issue to Enquantum shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”), with an aggregate value of $125,000 (the “Top-Up Shares”), in connection with a final control top-up intended to increase the Company’s ownership in Enquantum from 48% to 51% on a fully diluted basis. The number of Top-Up Shares, if any, will be determined based on the last reported sale price of the Common Stock on The Nasdaq Stock Market LLC on the trading day immediately preceding the applicable control top-up closing.
Any Top-Up Shares will be issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No Top-Up Shares have been issued as of the date of this Current Report on Form 8-K.
Item7.01 Regulation FD Disclosure.
On February 23, 2026, the Company issued a press release announcing the Initial Closing and related developments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1* | Share Purchase Agreement, entered into between the Company and Enquantum Ltd. Dated February 5, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 10, 2026). |
| 10.2 | Amendment No. 1 to the Share Purchase Agreement, dated February 19, 2026, entered into between the Company and Enquantum Ltd. |
| 99.1 | Press Release, dated February 23, 2026 |
| 104 | Inline<br> XBRL for the cover page of this Current Report on Form 8-K. |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The omitted schedules and exhibits contain information that is not material and/or is of the type that the Company treats as private or confidential. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURE
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, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
|---|---|---|
| Dated:<br> February 25, 2026 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit10.2
AMENDMENTNo.1 TO SHARE PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this February 19, 2026 by and among Enquantum Ltd., a company organized under the laws of the State of Israel (the “Company”) and Reliance Global Group Inc., a Florida corporation (the “Investor”).
WHEREAS, the Company and the Investor entered into that certain Share Purchase Agreement dated as of February 5, 2026 (the “SPA”), pursuant to which the Investor agreed to purchase ordinary shares of the Company in tranches tied to milestones as set forth in Annex I to the SPA (the “Milestone Schedule”);
WHEREAS, the parties desire to amend the SPA to provide the Investor with the right to accelerate funding of any or all Milestone Tranches (as defined in the SPA) at the Investor’s sole election;
Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement will have the meanings as set forth in the SPA.
NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the SPA, the parties agree as follows:
1.Amendment to Section 1. The SPA is hereby amended by adding a new Section 1.8 immediately following Section 1.7 as follows:
“1.7. Acceleration Right.
1.7.1 At any time following the initial Closing under the SPA, the Investor shall have the right, in its sole and absolute discretion, to accelerate the funding of any one or more Milestone Tranches set forth in the Milestone Schedule (each, an “Accelerated Tranche”), regardless of whether the applicable milestone(s) for such tranche have been satisfied, by delivering written notice to the Company (an “Acceleration Notice”). The Acceleration Notice shall specify (a) which Milestone Tranche(s) the Investor elects to accelerate, and (b) the proposed closing date for such Accelerated Tranche (the “Accelerated Closing Date”), which shall be no earlier than five (5) Business Days following delivery of the Acceleration Notice. For the avoidance of doubt, the Investor may exercise this acceleration right multiple times with respect to different Milestone Tranches and may accelerate one or more tranches while leaving other tranches subject to their original milestone requirements.
1.7.2 Upon receipt of an Acceleration Notice, the Company shall promptly and diligently take all actions necessary to consummate the issuance of the Ordinary Shares corresponding to such Accelerated Tranche(s) on or before the Accelerated Closing Date, including all required corporate actions, resolutions, filings with the Israeli Registrar of Companies, and updates to the Company’s share register. The Company shall not delay, impede, or raise any objection to any Accelerated Tranche closing and shall fully cooperate with the Investor to effect the closing expeditiously.”
1.7.3. Shares Issued; Ownership Percentage. Upon the closing of any Accelerated Tranche, the Company shall issue to the Investor the number of Ordinary Shares corresponding to such Accelerated Tranche as set forth in the Milestone Schedule, and the Investor’s fully diluted ownership percentage shall increase to the Target Milestone Percentage for such tranche as set forth in Annex I to the SPA.”
“1.7.4. No Waiver of Future Milestones or Other Rights**.** The exercise of the acceleration right with respect to one or more Milestone Tranches shall not constitute a waiver or modification of (a) the Investor’s right to require satisfaction of the applicable milestone(s) for any non-accelerated Milestone Tranches, or (b) any other term, condition, representation, warranty, covenant, right, remedy, or protection under the SPA or any Transaction Document. The Investor’s election to accelerate one or more tranches creates no expectation, obligation, or right of the Company to require or request acceleration of any other tranche.”
2.Amendment to Section 2.5. The SPA is hereby amended by adding the following new subsection to the end of Section 2.5 (Continuing Conditions to Each Milestone Closing (Tranche Closing Conditions)):
“2.5.9. Effect of Acceleration; Milestone Satisfaction Waived; All Other Rights Preserved**.** For any Accelerated Tranche (as defined in Section 1.7), the requirement that the applicable milestone(s) set forth in the Milestone Schedule be satisfied prior to such Milestone Closing shall be deemed waived by the Investor. The Company shall have no obligation to satisfy such milestone(s) as a condition to the Accelerated Tranche closing. For the avoidance of doubt, the waiver of milestone satisfaction shall not constitute, and shall not be deemed to constitute, a waiver of (a) any other rights, remedies, or protections of the Investor under the SPA or any Transaction Document, (b) any representations, warranties, covenants, or other obligations of the Company under the SPA or any Transaction Document, (c) any conditions precedent to closing set forth in Section 2 of the SPA (other than milestone satisfaction), or (d) any indemnification rights, termination rights, equitable remedies (including specific performance), or other rights or remedies available to the Investor at law or in equity.”
3.Relationship to SPA. Except as expressly amended hereby, all terms and conditions of the SPA and the Transaction Documents remain in full force and effect. This Amendment supplements and is incorporated into the SPA.
4.Governing Law. This Amendment shall be governed by the same governing law and jurisdiction provisions set forth in the SPA.
5.Counterparts. This Amendment may be executed in counterparts (including by electronic transmission), each of which shall be deemed an original and all of which together shall constitute one instrument.
[Signaturepage follows]
INWITNESS WHEREOF, the parties have executed this Amendment No. 1 to Share Purchase Agreement as of the date first written above.
| ENQUANTUM LTD. | |
|---|---|
| By: | /s/ Roman Vercetti |
| Name: | Roman<br> Vercetti |
| Title: | CEO |
| RELIANCE GLOBAL GROUP INC. | |
| --- | --- |
| By: | /s/ Ezra Beyman |
| Name: | Ezra<br> Beyman |
| Title: | CEO |
Exhibit99.1
RelianceGlobal Group Closes Enquantum Transaction, Launching Path to Majority Control of Post-Quantum Cybersecurity Platform
Post-QuantumEncryption Transition Expected to Drive a Multi-Year Global Cybersecurity Upgrade Cycle
LAKEWOOD,N.J., February 23, 2026 -- Reliance Global Group, Inc. (Nasdaq: EZRA) (“we,” “us,” our,” the “Company” or “Reliance”) today announced the completion of its strategic acquisition of Enquantum Ltd., a post-quantum cryptography company developing quantum-resilient encryption technology. The transaction marks the first active platform acquisition executed under EZRA’s Scale51 operating model and establishes a defined pathway toward majority control as the Company moves to build Enquantum into a core operating platform within EZRA International Group. Quantum computing advancement is accelerating globally, intensifying concern that widely deployed encryption standards such as Rivest-Shamir-Adleman (RSA) and Elliptic Curve Cryptography (ECC)— which secure financial systems, hyperscale cloud infrastructure, telecommunications backbones, AI platforms, government systems, and other critical infrastructure — may become vulnerable to quantum-enabled attacks. Security agencies and industry experts have warned of “harvest now, decrypt later” strategies, in which encrypted data is captured today with the expectation it may be decrypted once sufficiently advanced quantum systems become available.
In response, global standards bodies including the U.S. National Institute of Standards and Technology (NIST) are advancing post-quantum cryptographic standards in preparation for what many expect to be a multi-year infrastructure upgrade cycle across public and private networks.
Global cybersecurity spending is projected to exceed $300 billion annually by 2029, which we believe reflects the growing scale and urgency of digital risk management. We believe that the transition to quantum-resilient encryption may represent one of the most consequential structural shifts within that broader cybersecurity landscape, as encryption underpins virtually all modern digital infrastructure.
Post-quantum security is moving from research into infrastructure planning. Cryptographic migrations require extended integration timelines involving hardware implementation, network redesign, compliance validation, and interoperability testing. Organizations responsible for protecting sensitive data and critical systems are increasingly evaluating post-quantum frameworks well before full-scale quantum capability emerges.
Enquantum is developing hardware-accelerated, NIST-aligned post-quantum cryptographic solutions engineered for high-throughput, performance-sensitive environments. Enquantum’s architecture is designed to operate at terabit scale without degrading latency — a key requirement for financial institutions, telecommunications carriers, cloud providers, data centers, and government networks. In 2025, Enquantum was granted a patent covering FPGA-based encrypted communications utilizing quantum-resistant techniques, reinforcing its intellectual property position and technical differentiation.
“This transaction advances our strategy to acquire majority control of a company in an increasingly important sector as the industry transitions to post-quantum standards,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “We structured a milestone-driven acquisition pathway designed to culminate in majority control ownership, and today we executed Phase I. We believe, post-quantum encryption is not optional over the long term — it is a structural shift in how critical systems will be secured. We intend to build Enquantum into a scaled operating business under our control.”
Moshe Fishman, Senior Vice President of Strategic Ventures, added, “Infrastructure-level encryption changes take years to deploy. Organizations cannot afford to wait until quantum systems are fully mature before preparing. Enquantum’s hardware-based approach is designed for environments where security upgrades must be implemented without sacrificing throughput or operational performance. Our staged acquisition framework aligns capital deployment with measurable execution milestones as we advance toward majority ownership. Our decision to acquire Enquantum reflects our strategy to secure ownership in foundational cybersecurity infrastructure while actively supporting commercialization. Beyond capital, Reliance brings operational scaling experience, strategic partnerships, and market-access capabilities that we believe can accelerate Enquantum’s path into the North American market, including government and advanced enterprise environments with our business partners, as demand for quantum-resilient encryption grows.”
Roman Vercetti, CEO of Enquantum Ltd. commented, “Enquantum is very excited to partner with Reliance Global Group to deliver market-leading Post Quantum innovative solutions for the future of networking and security. Reliance’s EZRA International Group shares our vision towards a safer, faster and smarter connected world.”
Under the terms of the definitive agreement, Reliance acquired an initial equity position in Enquantum through the conversion of a previously issued secured bridge note and an additional cash investment as the first milestone payment. The agreement provides for structured, milestone-based tranche investments designed to increase Reliance’s ownership position over time to a 51% fully diluted controlling interest, subject to the achievement of specified operational and commercialization milestones and satisfaction of customary conditions. Reliance expects to obtain majority governance rights upon the achievement and funding of specified milestones.
The Enquantum transaction represents the first executed platform investment under the Company’s Scale51 operating model as part of the Company’s EZRA International Group strategy. Scale51 is designed to identify high-impact technology sectors, structure disciplined pathways to majority control, and provide active operational support to scale businesses with long-term value potential.
The transition toward quantum-resilient security is expected to affect regulated financial systems, cloud and AI infrastructure, telecommunications networks, defense environments, and other critical systems that rely on modern cryptographic protection. Through its planned majority ownership strategy, the Company intends to position Enquantum to participate in this migration as adoption expands globally.
AboutReliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: EZRA) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products.
In addition to its insurance and Insurtech operations, Reliance operates EZRA International Group, its strategic growth platform focused on identifying, acquiring, and building majority or controlling stakes in high-growth technology companies. EZRA International Group is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term shareholder value creation through disciplined capital allocation and active ownership.
Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “seek,” “potential,” “target,” or similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding: the Company’s expected pathway to increase its ownership in Enquantum Ltd. to a 51% fully diluted controlling interest pursuant to the definitive agreement; the timing, funding and completion of future milestone-based tranche investments; the Company’s anticipated ability to obtain majority governance rights upon achievement of specified milestones; the development, performance, scalability and commercialization of Enquantum’s post-quantum cryptographic technology; the anticipated demand for, and timing of, migration to quantum-resilient encryption standards; the size, growth and evolution of the post-quantum cybersecurity market; the Company’s ability to integrate Enquantum within EZRA International Group and execute its Scale51 operating model; the expected strategic, operational and financial benefits of the transaction; and the Company’s broader capital allocation strategy and growth objectives.
These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, without limitation: the risk that future milestone conditions are not achieved or are delayed; the risk that the Company is unable to fund future tranche investments on anticipated terms or timelines; the risk that the Company does not ultimately obtain majority ownership or governance control; risks related to the development, validation, performance, regulatory acceptance, commercialization or market adoption of Enquantum’s technology; the risk that post-quantum standards adoption or infrastructure migration occurs more slowly or differently than anticipated; integration, execution and scaling challenges associated with supporting an early-stage technology company; the risk that anticipated synergies or strategic benefits are not realized on expected timelines or at all; intellectual property, cybersecurity, regulatory and data protection risks; the Company’s ability to access capital on acceptable terms or at all; and general economic, market, interest rate and geopolitical conditions.
Actual results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding factors that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EZRA@crescendo-ir.com