Equibles

10-Q

Reliance Global Group, Inc. (EZRA)

10-Q 2025-11-06 For: 2025-09-30
View Original
Added on April 10, 2026

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

September 30, 2025

or

☐

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

For

the transition period from _____ to _____

Commission

File Number: 001-40020

RELIANCE

GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

732-380-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common<br> Stock RELI The<br> Nasdaq Capital Market
Series<br> A Warrants RELIW The<br> Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

At

November 6, 2025, the registrant had 9,865,600 shares of common stock, par value $0.086 per share, outstanding.

TABLE

OF CONTENTS

PART I
Item<br> 1. Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 30
Item 4. Controls and Procedures. 30
PART II
Item 1. Legal Proceedings. 31
Item 1A. Risk Factors. 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 32
Item 3. Defaults Upon Senior Securities. 32
Item 4. Mine Safety Disclosures. 32
Item 5. Other Information. 33
Item 6. Exhibits 33 
| 2 |

| --- |

Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

(Unaudited)

December 31,<br> <br>2024
Assets
Current assets:
Cash 2,581,219 $ 372,695
Restricted cash 922,198 1,424,999
Accounts receivable 729,763 1,460,314
Accounts receivable, related parties 4,633 7,813
Accounts receivable 4,633 7,813
Other receivables 88,490 42,184
Prepaid expense and other current assets 690,767 681,450
Total current assets 5,017,070 3,989,455
Property and equipment, net 111,292 133,908
Right-of-use assets 1,098,817 1,052,926
Intangibles, net 3,739,498 5,423,897
Goodwill 5,561,643 6,693,099
Digital assets, fair value 106,402 -
Other non-current assets 20,292 21,792
Total assets 15,655,014 $ 17,315,077
Current liabilities:
Accounts payable and other accrued liabilities 1,379,081 $ 1,186,968
Short-term financing agreements 106,406 58,829
Current portion of loans payables, related parties 571,658 453,177
Dividends Payable 373,986 -
Other payables 98,439 38,814
Current portion of long-term debt 595,483 1,591,919
Operating lease liability, current portion 296,641 244,057
Total current liabilities 3,421,694 3,573,764
Loans payable, related parties, less current portion - 428,052
Long term debt, less current portion 4,645,754 9,468,400
Operating lease liability, less current portion 843,168 847,293
Warrant liabilities 326 326
Total liabilities 8,910,942 14,317,835
Stockholders’ equity
Preferred stock, 0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively - -
Common stock, 0.086 par value; 2,000,000,000 shares authorized and 9,375,127 and 2,250,210 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 806,261 193,484
Additional paid-in capital 59,615,726 50,877,307
Accumulated deficit (53,677,915 ) (48,073,549 )
Total stockholders’ equity 6,744,072 2,997,242
Total liabilities and stockholders’ equity 15,655,014 $ 17,315,077

All values are in US Dollars.

The

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

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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Statements of Operations

(Unaudited)

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Three Months ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Revenue
Commission income $ 2,495,975 $ 3,441,458 $ 9,818,872 $ 10,757,238
Total revenue 2,495,975 3,441,458 9,818,872 10,757,238
Operating expenses
Commission expense 995,945 902,246 3,454,147 3,065,152
Salaries and wages 3,912,326 1,707,737 8,705,682 5,494,551
General and administrative expenses 1,120,776 821,510 4,129,842 3,188,033
Marketing and advertising expenses 66,917 100,183 201,399 304,209
Change in estimated acquisition earn-out payables - - 47,761
Depreciation and amortization 313,694 421,759 1,020,440 1,425,700
Asset impairments - - - 3,922,110
Total operating expenses 6,409,658 3,953,435 17,511,510 17,447,516
Loss from operations (3,913,683 ) (511,977 ) (7,692,638 ) (6,690,278 )
Other income (expense)
Interest expense (246,722 ) (356,320 ) (844,846 ) (1,091,966 )
Interest (expense) related parties (4,704 ) (34,802 ) (50,811 ) (112,936 )
Interest expense (4,704 ) (34,802 ) (50,811 ) (112,936 )
Other income (expense), net (16,470 ) 65,785 (41,068 ) 65,807
Gain on sale of business 3,033,554 - 3,033,554 -
Recognition and change in fair value of warrant liabilities - - - 156,000
Change in unrealized gains (losses) on digital assets, net (8,558 ) - (8,558 ) -
Total other (expense) income 2,757,100 (325,337 ) 2,088,271 (983,095 )
Loss from continuing operations before tax (1,156,583 ) (837,314 ) (5,604,367 ) (7,673,373 )
Net loss $ (1,156,583 ) $ (837,314 ) $ (5,604,367 ) $ (7,673,373 )
Basic (loss) earnings per share
Basic loss per share $ (0.20 ) $ (0.67 ) $ (1.44 ) $ (10.56 )
Diluted (loss) earnings per share
Diluted loss per share $ (0.20 ) $ (0.67 ) $ (1.44 ) $ (10.56 )
Weighted average number of shares outstanding – Basic 5,826,995 1,252,799 3,891,166 726,347
Weighted average number of shares outstanding – Diluted 5,826,995 1,252,799 3,891,166 726,347

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)

Post reverse
Common Stock Additional Paid-in Accumulated
Shares Amount Capital Deficit Total
Balance December 31, 2024 2,250,210 $ 193,484 $ 50,877,307 $ (48,073,549 ) $ 2,997,242
Common share-based compensation 462,659 39,789 935,196 - 974,985
Common shares issued for services 105,000 9,064 132,686 - 141,750
Common shares issued for acquisition purchase price prepayment 157,000 13,502 225,923 - 239,425
Net loss - - - (1,736,882 ) (1,736,882 )
Balance, March 31, 2025 2,974,869 $ 255,839 $ 52,171,112 $ (49,810,431 ) $ 2,616,520
Common share-based compensation 40 3 877,365 877,368
Common shares issued for services 123,967 10,661 139,339 150,000
Common shares issued for private placement - 2,148,631 2,148,631
Net loss (2,710,901 ) (2,710,901 )
Balance, June 30, 2025 3,098,876 $ 266,503 $ 55,336,447 $ (52,521,332 ) $ 3,081,618
Common share-based compensation 2,388,563 205,416 2,528,030 2,733,446
Common shares issued for services 110,668 9,518 90,482 100,000
Common shares issued for private placement 1,488,096 127,976 (140,081 ) (12,105 )
Common shares issued for ATM share sales 1,785,738 153,574 1,868,108 2,021,682
Common shares issued from an Equity Line of Credit 503,186 43,274 306,726 350,000
Dividend payable - - (373,986 ) (373,986 )
Net loss - (1,156,583 ) (1,156,583 )
Balance, September 30, 2025 9,375,127 $ 806,261 $ 59,615,726 $ (53,677,915 ) $ 6,744,072 
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| --- | | | Common Stock | | | | Additional<br> <br>Paid-in | | | Accumulated | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | Amount | | capital | | | Deficit | | | Total | | | | Balance, December 31, 2023 (Audited) | | 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 | | | Balance | | 1,037,027 | $ | 89,184 | $ | 48,638,079 | | $ | (45,838,022 | ) | $ | 2,889,241 | | | Common shares issued for ATM share sales | | 247,418 | | 21,278 | | 734,605 | | | - | | | 755,883 | | | Common share-based compensation | | 57,454 | | 4,941 | | 7,849 | | | - | | | 12,790 | | | Common shares issued for reverse stock split round up | | 110,350 | | 9,490 | | (9,490 | ) | | - | | | - | | | Net loss | | - | | - | | - | | | (837,314 | ) | | (837,314 | ) | | Balance, September 30, 2024 | | 1,452,249 | $ | 124,893 | $ | 49,371,043 | | $ | (46,675,336 | ) | $ | 2,820,600 | | | Balance | | 1,452,249 | $ | 124,893 | $ | 49,371,043 | | $ | (46,675,336 | ) | $ | 2,820,600 | |

The

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

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Reliance

Global Group, Inc. and Subsidiaries and Predecessor

Condensed

Consolidated Statements of Cash Flows

(Unaudited)

2025 2024
For the Nine Months ended<br> <br>September 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ (5,604,367 ) $ (7,673,373 )
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation and amortization 1,020,440 1,425,700
Asset Impairments - 3,922,110
Amortization of debt issuance costs and accretion of debt discount 94,631 29,974
Non-cash lease expense 5,040 9,194
Equity based compensation expense 4,593,149 277,121
Equity based payments to third parties 719,839 274,477
Gain on sale of business (3,033,554 ) -
Change in unrealized gains (losses) on digital assets, net 8,558
Recognition and change in fair value of warrant liability - (156,000 )
Earn-out fair value and write-off adjustments - 47,761
Change in operating assets and liabilities:
Accounts receivable 596,335 190,690
Accounts receivable, related parties 3,180 (1,638 )
Other receivables (46,306 ) (5,050 )
Prepaid expense and other current assets (112,125 ) (184,602 )
Other non-current assets 1,500 (1,500 )
Accounts payables and other accrued liabilities 224,927 189,655
Other payables 59,626 7,600
Net cash used in continuing operating activities (1,469,127 ) (1,647,881 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (15,901 ) (19,043 )
Purchases of intangibles (26,788 ) (39,744 )
Proceeds from sale of business 4,447,069 -
Purchases of digital assets (114,960 ) -
Net cash provided (used) from investing activities 4,289,420 (58,787 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt (5,913,713 ) (1,027,177 )
Proceeds from short-term financings 192,360 199,948
Principal repayments of short-term financings (144,783 ) (149,430 )
Proceeds from loans payable, related parties 1,142,166 -
Payments of loans payable, related parties (898,808 ) (526,119 )
Proceeds from common shares issued through an at the market offering 2,021,682 2,824,227
Proceeds from common shares issued through an equity line of credit 350,000
Private Placement of shares and common warrants 2,136,526
Net cash (used) provided by continuing financing activities $ (1,114,570 ) $ 1,321,449
Net increase (decrease) in cash and restricted cash 1,705,723 (385,219 )
Cash and restricted cash at beginning of year 1,797,694 2,738,911
Cash and restricted cash at end of period $ 3,503,417 $ 2,353,692

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

  1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013.

Basisof Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited condensed consolidated financial statements and notes thereto may have been reclassified to conform to the current period’s presentation.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity

As

of September 30, 2025, the Company’s reported cash and restricted cash aggregated balance was approximately $3,503,417, current assets were approximately $5,017,000 and current liabilities were approximately $3,422,000. As of September 30, 2025, the Company had working capital of approximately $1,595,000 and stockholders’ equity of approximately $6,744,000. For the nine months ended September 30, 2025, the Company had a loss from operations of approximately $7,693,000, and net loss of approximately $5,604,000.

Although there can be no assurance that debt or equity financing will be available on acceptable terms, or at all, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these unaudited financial statements with the Securities and Exchange Commission (“SEC”).

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

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Cashand Restricted Cash

Cash and restricted cash (restricted for debt service coverage) reported on our condensed consolidated balance sheets are reconciled to the total shown on our unaudited condensed consolidated statements of cash flows as follows:

SCHEDULE

OF RESTRICTED CASH IN STATEMENT OF CASH FLOW

September 30, 2025 September 30, 2024
Cash $ 2,581,219 $ 925,270
Restricted cash 922,198 1,428,422
Total cash and restricted cash $ 3,503,417 $ 2,353,692

RevenueRecognition

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

SCHEDULE OF DISAGGREGATION REVENUE

Period<br> Ended September 30, 2024 Medical Life Property<br> <br>and<br> <br>Casualty Total
Three months<br> ended September 30, 2025 $ 1,774,019 $ 30,590 $ 691,366 $ 2,495,975
Three months ended September<br> 30, 2024 $ 2,422,523 $ 46,808 $ 972,127 $ 3,441,458
Nine months ended September<br> 30, 2025 $ 7,248,223 $ 95,320 $ 2,475,329 $ 9,818,872
Nine months ended September<br> 30, 2024 $ 8,095,631 $ 141,811 $ 2,519,145 $ 10,757,238
Revenue $ 8,095,631 $ 141,811 $ 2,519,145 $ 10,757,238

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

SCHEDULE OF CONCENTRATIONS OF REVENUES

Three Months Ended September 30,
Insurance Carrier 2025 2024
Priority Health 29 % 29 %
BlueCross BlueShield 25 % 17 %
Nine Months Ended September 30,
--- --- --- --- --- --- ---
Insurance Carrier 2025 2024
Priority Health 31 % 33 %
BlueCross BlueShield 17 % 13 %

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

IncomeTaxes

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

As of September 30, 2025 and December 31, 2024, the Company provided a full valuation allowance of $(16,237,582) against its net deferred tax assets of $16,237,582, and $(14,721,458) against its net deferred tax assets of $

14,721,458

, respectively, since the Company believes it is more likely than not that its deferred tax assets will not be realized.

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Dividends

Cash dividends are recorded as a liability on the date they are declared by the Board of Directors, which is the date the Company becomes legally obligated to pay the dividend. Dividends declared but unpaid at a reporting date are included in dividends payable within current liabilities and charged against retained earnings when the Company has positive retained earnings, or against additional paid in capital when the Company has a retained deficit, in accordance with ASC 505-20, Equity — Dividends. When a dividend is declared to shareholders of record as of a specified future date, any additional shares issued prior to that record date participate in the dividend, and the dividend payable is adjusted at the record date to reflect the total number of shares entitled to receive payment.

DigitalAssets

During the quarter ended September 30, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets. In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives.

As of September 30, 2025, the Company purchased digital assets consisting of Bitcoin (BTC), Ethereum (ETH), Cardano (ADA), and XRP for investment and treasury diversification purposes. All digital assets are held with a qualified third-party custodian, are not subject to any contractual sale restrictions, and the Company does not engage in staking, lending, or mining activities.

The Company accounts and presents its digital assets in accordance with ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method. At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the condensed consolidated statements of operations.

RecentlyIssued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to measure certain digital assets at fair value each reporting period, with changes in fair value recognized in net income, and to provide specific quantitative and qualitative disclosures regarding such holdings. The Company adopted ASU 2023-08 effective July 1, 2025, using the modified retrospective transition method. Since the Company did not hold any digital assets prior to adoption, there were no cumulative-effect adjustments to retained earnings and no retrospective impacts.

We do not expect any other recently issued accounting pronouncements to have a material effect on our financial statements not already disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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NOTE

  1. INTANGIBLE ASSETS

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of September 30, 2025:

SCHEDULE

OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

Weighted<br> <br>Average<br> <br>Remaining<br> <br>Amortization<br> <br>Period<br> <br>(Years) Gross<br> <br>Carrying<br> <br>Amount Accumulated<br> <br>Amortization Net Carrying<br> <br>Amount
Trade name and trademarks 1.1 $ 1,518,688 $ (1,409,919 ) $ 108,769
Internally developed software 1.5 1,760,605 (1,216,251 ) 544,354
Customer relationships 5.0 5,548,290 (2,559,160 ) 2,989,130
Purchased software 1.3 565,704 (564,316 ) 1,388
Non-competition agreements 0.6 2,752,010 (2,656,153 ) 95,857
Total $ 12,145,297 $ (8,405,799 ) $ 3,739,498

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2024:

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

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

SCHEDULE

OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

Years Ending December 31, Amortization Expense
2025 $ 305,271
2026 978,884
2027 638,304
2028 547,505
2029 468,172
Thereafter 801,362
Total $ 3,739,498

NOTE

  1. DIGITAL ASSETS

The following table summarizes the Company’s digital asset holdings as of September 30, 2025:

SCHEDULE OF DIGITAL ASSETS

September<br> 30, 2025
Digital<br> Asset Holdings Cost<br> Basis Fair<br> Value Hierarchy
BTC 0.27 $ 32,030 $ 30,859 Level 1
ETH 6.47 $ 30,000 $ 26,822 Level 1
ADA 32,013.95 $ 30,000 $ 25,852 Level 1
XRP 8,036.70 $ 22,930 $ 22,880 Level<br> 1
40,057.40 $ 114,960 $ 106,402 
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NOTE

  1. LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-TermDebt

During

July 2025, the Company pre-paid $4,997,292 of its long-term Oak Street debt pursuant to proceeds received from the Fortman sale as further described in Note 9. No pre-payment penalty was assessed.

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

SCHEDULE

OF LONG-TERM DEBT

December 31, 2024
Oak Street Funding LLC Term Loan - $ 305,996
Oak Street Funding LLC (“Oak Street”) 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 0 and 7,950 as of September 30, 2025 and December 31, 2024, respectively - $ 305,996
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 0 and 9,974 as of September 30, 2025, and December 31, 2024, respectively - 507,307
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 0 and 6,260 as of September 30, 2025 and December 31, 2024, respectively - 593,527
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of prime rate plus 2.0%, maturing May 2029, net of deferred financing costs of 0 and 25,209 as of September 30, 2025 and December 31, 2024, respectively - 1,505,894
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of prime rate plus 2.0%, maturing September 2029, net of deferred financing costs of 0 and 29,169 as of September 30, 2025 and December 31, 2024, respectively - 2,514,031
Oak Street Funding LLC Term Loan for the acquisition of Barra & Associates, LLC, variable interest of prime rate plus 2.5%, maturing May 2032, net of deferred financing costs of 139,267 and 155,337 as of September 30, 2025 and December 31, 2024, respectively 5,241,237 5,633,564
Long<br> term debt 5,241,237 11,060,319
Less: current portion (595,483 ) (1,591,919 )
Long-term debt 4,645,754 $ 9,468,400

All values are in US Dollars.

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

SCHEDULE

OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES

Years Ending December 31, Maturities of<br> <br>Long-Term Debt
2025 (remaining three months) $ 143,621
2026 610,662
2027 675,536
2028 746,153
2029 826,570
Thereafter 2,377,962
Total 5,380,504
Less: debt issuance costs (139,267 )
Total $ 5,241,237

Short-TermFinancings

The

Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal instalments over a period of twelve months or less and carry interest rates of up to 11.95% per annum. As of September 30, 2025, and December 31, 2024, balances outstanding on short-term financings were $106,406 and $58,829 respectively.

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NOTE

  1. EQUITY

CommonStock

The

Company is authorized to issue 2,000,000,000 shares of common stock, $0.086 par value (the “Common Stock”). Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the Company upon liquidation or dissolution.

During

the first quarter of 2025, pursuant to a proposed business combination transaction, the Company issued to the selling parties 157,000 shares of Common Stock with a value of $239,425 as a second prepayment and additional non-refundable deposit on the proposed purchase price. See additional information regarding these shares in Note 8 – Commitments and Contingencies. Additionally, the Company issued 105,000 shares of Common Stock with a value of $141,750 for a service provider prepayment which was recorded to the prepaids and other current assets account on the condensed consolidated balance sheets as of September 30, 2025, and 462,605 shares for equity-based compensation under certain disclosed (see Equity-based Compensation) equity-based compensation programs.

During

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

During the third quarter of 2025, the Company issued a service provider,

110,668 shares of Common Stock with a fair value of $100,000 in lieu of services to be provided under a twelve month marketing agreement, and 2,388,563 shares for equity-based compensation under certain previously and currently disclosed (see Equity-based Compensation) equity based compensation programs.

As

of September 30, 2025, and December 31, 2024, there were 9,375,127 and 2,250,210 shares of common stock outstanding, respectively.

Equity-basedCompensation

During

the first quarter of 2025 certain directors, executives, and employees were granted 999,995 shares of common stock in equity awards for the 2024 fiscal year, with a fair value of $2,049,675, vesting during the first and third quarters of 2025. For the three and nine month periods ended September 30, 2025 respectively, 537,390 and 462,605 shares were vested and issued with no share awards remaining unvested for these grants.

Pursuant

to the April 2025 second amendment to an employment agreement between the Company and an executive, the executive was awarded 40,000 shares of the Company’s Common Stock annually over the 4four-year employment term, where each annual tranche vests equally at 10,000 shares each quarter, pro-rated for any partial periods. The total fair value of this award for all periods combined is $248,000. For the three and nine month periods ended September 30, 2025, 17,253 and 10,000 shares vested respectively, and 7,253 shares have been issued. Unrecognized compensation cost for this award as of September 30, 2025, was, $221,258, which will be recognized as described herein, through June 2029.

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In

June 2025, the Compensation Committee approved adjustments to the compensation structure for certain directors and executives. These included the grant of 1,692,673 restricted shares with a fair value of $2,495,000 under the Company’s 2025 Equity Incentive Plan (the “July Grant”). The July Grant was awarded to certain directors, officers, and employees and originally vested over periods between July 2025 and January 2026, however, on September 12, 2025, the Compensation Committee modified and accelerated the vesting schedules, whereby all remaining unvested components of these grants would vest immediately. In accordance with ASC 718, Compensation—Stock Compensation, the Company recognized the remaining unamortized compensation cost associated with the accelerated awards based on their original grant-date fair values, and no adjustment was made to reduce previously recognized compensation cost, irrespective of declines in the market price of the Common Stock between the original grant and modification dates. As of September 30, 2025, all shares related to the July Grant have been fully vested and issued. The Company also increased the base salary and approved an annual discretionary bonus for its Chief Executive Officer.

Pursuant

to an equity-based commission compensation program at one of the Company’s subsidiaries which provides down-line agents the ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company grants annual restricted stock awards which have vesting or other restrictions of up to twelve months. For the three and nine month period ended September 30, 2025, approximately 151,236 shares were issued under the program, all fully vested as of September 30, 2025.

Total

stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2025, and 2024 was $2,740,796 and $12,790, respectively, and for the nine months ended September 30, 2025 and 2024; $4,593,149 and $277,121, respectively.

2025Equity Incentive Plan

On

March 18, 2025, the Board approved, and subsequently the stockholders approved, the 2025 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to provide a means through with the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders. The Plan provides for various stock-based incentive awards, including incentive and nonqualified stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards. The total number of shares of common stock authorized for issuance under the Plan is 2,000,000 shares. Following the July Grant, there remained 307,327 shares available for issuance under the Plan.

Administrationof the Plan. The Plan is to be administered by the Compensation Committee of the Board. The Compensation Committee is authorized to select from among eligible employees, directors, and service providers those individuals to whom shares and options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any shares and options granted hereunder is within the discretion of the Compensation Committee.

The Plan was approved by the Company’s stockholders on May 29, 2025, becoming effective as of March 18, 2025, and will terminate on March 18, 2035, unless terminated earlier by the Board.

As

of September 30, 2025, there remained 118,503 shares available for issuance under the Company’s various equity incentive plans.

SeriesJ Private Placement

On

June 18, 2025, the Company entered into a securities purchase agreement (the “SPA-2025”) with a certain accredited investor (the “SPA Purchaser”) for the issuance and sale in a private placement (the “Private Placement-2025”) of (i) pre-funded warrants (the “Series J-PF Warrants”) to purchase up to 1,488,096 shares of the Company’s Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Series J Warrants”) to purchase up to 2,976,192 shares of Common Stock at an exercise price of $1.43 per share. The Private Placement-2025 was priced at the market at a combined purchase price per share and accompanying Series J Warrant of $1.68. The closing of the Private Placement-2025 occurred on or about June 20, 2025.

Aggregate

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

The Series J-PF Warrants are exercisable from the date of issuance until exercised in full. The Series J Warrants are exercisable from the date of issuance and expire two years from the Effective Date (as defined in the SPA-2025). The holder of the Series J-PF Warrants and the Series J Warrants may not exercise any portion of such holder’s Series J-PF Warrants or Series J Warrants to the extent that the holder, together with its affiliates, would beneficially own, respectively, more than 9.99% of 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise. In connection with the Private Placement-2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of June 18, 2025, with the SPA Purchaser, to register for resale the common shares underlying the Series J-PF Warrants and Series J Warrants.

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H.C.

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

The Company determined pursuant to the terms of the Series J Warrants, Series J PF Warrants, and Series J PAW’s that they are equity instruments in nature, also because they permit the holder to obtain a fixed number of shares for a fixed monetary amount. The net proceeds were recorded to additional paid in capital on the condensed consolidated balance sheets as of September 30, 2025.

As of September 30, 2025, pursuant to the exercise of all Series J-PF Warrants,

the Company issued to the SPA Purchaser, 1,488,096 shares of Common Stock; the exercise price was pre-paid as part of the SPA-2025 closing. None of the Series J Warrants or Series J PAW Warrants have been exercised, and they remain outstanding as of September 30, 2025.

Equity Line of Credit (ELOC)

On August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration Rights Agreement with an accredited investor (collectively, the “Investor Agreements”). Pursuant to the ELOC, the Company has the right, but not the obligation, to require Investor to purchase, from time to time and subject to the terms and conditions set forth therein, up to an aggregate of $10,000,000 of the Company’s Common Stock, following the effectiveness of a resale registration statement on Form S-1 which was declared effective by the SEC on September 4, 2025. Each purchase will be made at a price equal to the lowest traded price of the Company’s common stock during a three-hour valuation period following Investor’s acknowledgment of a purchase notice, with closings generally occurring the next business day, subject to customary settlement conditions. The agreement includes an Exchange Cap limiting issuances to 19.99% of the Company’s outstanding common stock as of the execution date unless stockholder approval is obtained or the average price paid for all shares issued equals or exceeds $0.9196, and a Beneficial Ownership Limitation preventing Investor from beneficially owning more than 4.99% (which may be increased to 9.99% upon 61 days’ prior written notice) of the Company’s outstanding common stock. The Company is obligated to issue the investor commitment shares valued at $100,000 due in two equal tranches of $

50,000

, during the third and fourth quarters of 2025, respectively. The Company issued the first tranche consisting of 53,186 shares of Common Stock valued at $50,000 during the quarter ended September 30, 2025.

Pursuant to the ELOC, as

of

September 30, 2025, the Company issued 450,000 shares of Common Stock for proceeds of $350,000, net of a one-time $10,000 documentation fee, and subsequent to the quarter-end, the Company issued an additional 300,000 shares for proceeds of $300,000, which resulted in net remaining capacity on the ELOC of $9,340,000.

Subsequent to the quarter end, on November 5, 2025, the Company entered into Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC. The Amendment introduces a Fixed Purchase Notice mechanism with pricing at 90% of the lowest traded price during a five-minute pre-notice period, a 5% ADTV per-notice cap (unless waived), and next-business-day cash closing upon DWAC share delivery.

At-the-Market Offering Program

On

August 13, 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), 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 of up to $2,026,453 (the “ATM Program”). Any shares offered and sold under the ATM Program are issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275190), declared effective by the Securities and Exchange Commission (“SEC”) on November 7, 2023, together with the related base prospectus and prospectus supplement filed in connection with the ATM Program. On September 18, 2025, the Company filed Amendment No. 1 to the prospectus supplement to update and refresh the amount of common stock then available for sale under the ATM Program to $248,138, consistent with the limitations imposed by General Instruction I.B.6 of Form S-3. Sales of common stock, if any, are made in ordinary broker transactions that are deemed to be “at-the-market” offerings under Rule 415 of the Securities Act of 1933, as amended. The Sales Agent is entitled to a commission of 3% of the gross proceeds from each sale and to reimbursement of certain expenses. The ATM Agreement may be terminated by either party upon notice in accordance with its terms. The Company intends to use any net proceeds from sales under the ATM Program for general corporate purposes. Offering-related costs are recorded as a reduction of additional paid-in capital in the Condensed Consolidated Statements of Stockholders’ Equity.

During

the three and nine months ended September 30, 2025, the Company sold 1,853,048 shares of Common Stock under the ATM Program, of which, 1,785,738 shares were issued as of September 30, 2025 and 67,310 shares were issued October 1, 2025, for net proceeds of $2,021,682. As of September 30, 2025, approximately $124,725 of Common Stock remained available for issuance under the ATM Program. Subsequent to September 30, 2025, the Company sold an additional 123,163 shares of Common Stock under the ATM Program for net proceeds of approximately $119,764, and approximately $360 of Common Stock remained available for issuance thereafter.

Dividends

On

September 26, 2025, the Board of Directors declared a one-time cash dividend of $0.03 per share on the Company’s outstanding common stock, payable to shareholders of record as of the close of business on October 30, 2025 (the “Record Date”). The dividend is payable on December 2, 2025, and as of September 30, 2025, the Company recorded a total of $373,986 to dividends payable, a current liability in the condensed consolidated balance sheets, with a corresponding charge to additional paid in capital. This amount is inclusive of approximately $92,000 payable to the Companies warrant holders that are entitled to receive dividends for their underlying outstanding warrant shares.

Subsequent

to quarter-end, the Company issued an additional 490,473 shares of common stock prior to the Record Date. These newly issued shares were entitled to receive the declared dividend, increasing the total expected dividend payable to $388,700. The additional shares and related dividend entitlement represent a non-recognized subsequent event under ASC 855, Subsequent Events, and did not affect amounts recorded as of September 30, 2025.

NOTE

  1. 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.

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The following calculates basic and diluted EPS from operations:

SCHEDULE

OF CALCULATIONS OF BASIC AND DILUTED EPS

Three Months Three Months
Ended Ended
September 30, 2025 September 30, 2024
Loss from continuing operations $ (1,156,583 ) $ (837,314 )
Net loss continuing operations, numerator, basic computation (1,156,583 ) (837,314 )
Recognition and change in fair value of warrant liabilities - -
Net loss from continuing operations, numerator, diluted computation $ (1,156,583 ) $ (837,314 )
Weighted average common shares, basic 5,826,995 1,252,799
Weighted average common shares, dilutive 5,826,995 1,252,799
Loss per common share – basic $ (0.20 ) $ (0.67 )
Loss per common share – diluted $ (0.20 ) $ (0.67 )
Nine Months Nine Months
--- --- --- --- --- --- ---
Ended Ended
September 30, 2025 September 30, 2024
Loss from continuing operations $ (5,604,367 ) $ (7,673,373 )
Net Loss continuing operations, numerator, basic computation (5,604,367 ) (7,673,373 )
Recognition and change in fair value of warrant liabilities - -
Net loss from continuing operations, numerator, diluted computation $ (5,604,367 ) $ (7,673,373 )
Weighted average common shares, basic 3,891,166 726,347
Weighted average common shares, dilutive 3,891,166 726,347
Loss per common share – basic $ (1.44 ) $ (10.56 )
Loss per common share – diluted $ (1.44 ) $ (10.56 )

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share for the three and nine month periods ended:

SCHEDULE

OF DILUTIVE NET LOSS PER COMMON SHARE

September 30, 2025 September 30, 2024
Shares subject to outstanding common stock options - 50
Shares subject to outstanding Series A warrants 6,647 6,647
Shares subject to outstanding PAW’s 959 959
Shares subject to PA Warrants 3,096 3,096
Shares subject to Outstanding Series J Warrants 2,976,192 -
Shares subject to Outstanding Series J PAW’s 104,167 -
Shares subject to unvested stock awards 142,747 52 
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NOTE

  1. LEASES

Operating

lease expense for the three months ended September 30, 2025, and 2024 was $96,960 and $105,415, respectively. Operating lease expense for the nine months ended September 30, 2025, and 2024 was $313,322 and $312,444 respectively. As of September 30, 2025, the weighted average remaining lease term and weighted average discount rate for the operating leases were 4.59 years and 9.43%, respectively.

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

SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENT

Fiscal year ending December 31, Operating Lease<br><br> <br>Obligations
2025 (remainder three months) $ 95,766
2026 379,175
2027 350,029
2028 318,383
2029 142,195
Thereafter 52,442
Total undiscounted operating lease payments 1,337,990
Less: Imputed interest 198,181
Present value of operating lease liabilities $ 1,139,809

NOTE

  1. COMMITMENTS AND CONTINGENCIES

LegalContingencies

The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly no legal contingencies are accrued as of September 30, 2025, and December 31, 2024. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time has been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

Terminationof the Spetner Agreement

On July 22, 2025, the Company received and accepted written notice from Spetner Associates, Inc. (“Spetner”), of the termination of that certain Stock Exchange Agreement, dated as of May 14, 2024, and as amended on September 6, 2024, October 29, 2024, and February 20, 2025 (collectively, the “Stock Exchange Agreement”). There are no material relationships between the Company and the Spetner Parties other than in respect of the Stock Exchange Agreement.

On

October 29, 2024, and February 20, 2025, the Company issued 140,064 shares and 157,000 shares of its common stock to the Spetner sellers, representing non-refundable prepayments of approximately $329,430 and $239,425, respectively, as partial consideration for the contemplated acquisition. These were initially recorded by the Company as deferred equity costs in the prepaid expense and other current assets account on the consolidated balance sheets as of December 31, 2024, and March 31, 2025, respectively. However, pursuant to the termination of the Stock Exchange Agreement, the Company does not expect to recover these shares issued and has thus expensed them to the general and administrative account in the condensed consolidated statements of operations, for the nine months ending, September 30, 2025.

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NOTE

  1. RELATED PARTY TRANSACTIONS

Americana

Credit Agreement and Revolving Note: On March 5, 2025, and as amended on June 24, 2025, the Company and YES Americana Group, LLC (“Americana”) entered into a Revolving Credit Facility Agreement (the “Credit Agreement”) pursuant to which Americana agreed to extend a revolving credit facility of up to $2,000,000 to the Company (the “Facility”), to provide additional working capital for the Company to cover incremental M&A acquisition related costs, as well as for general working capital uses. Subject to the terms and conditions of the Credit Agreement and the other transaction documents, and in reliance upon the representations and warranties set forth therein, Americana agreed to make loans to the Company from time to time, pursuant to the terms of the Credit Agreement, until, but not including, the Maturity Date (as hereinafter defined), provided, however, that the aggregate principal balance of all loans outstanding at any time under the Credit Agreement will not exceed the Loan Availability, defined in the Credit Agreement as $2,000,000 less any obligations the Credit Agreement and related transaction documents. Loans made by Americana may be repaid and, subject to the terms and conditions of the Credit Agreement, borrowed again up to, but not including, the Maturity Date, unless the loans are otherwise terminated or extended as provided in the Credit Agreement. The “Maturity Date” means the earlier of (i) 12 months from March 5, 2025; (ii) the date of prepayment of the Revolving Note (as hereinafter defined) by the Company (subject to the terms of the Credit Agreement) and the termination of the Credit Agreement as of such date; or (iii) the date of the occurrence of an Event of Default (as defined in the Credit Agreement) and acceleration of the Revolving Note pursuant to the Credit Agreement. Subject to the terms and conditions of the Credit Agreement, any request for a loan under the Credit Agreement may be made from time to time and in such amounts as the Company may choose. Loans under the Credit Agreement bear interest at the rate of 0.1% per annum. No principal or interest payments are due as to any loan under the Credit Agreement prior to the Maturity Date, and there are no prepayment penalties. Pursuant to the terms of the Credit Agreement, on March 5, 2025, and as amended on June 24, 2025 the Company executed an unsecured revolving promissory note (the “Revolving Note”) to evidence the loans under the Credit Agreement, in favor of Americana in the principal amount of, the greater of: (i) $1,075,064 and (ii) the aggregate principal amount of all Loans outstanding under and pursuant to the Credit Agreement. As of September 30, 2025, the outstanding balance on the Facility was $494,433 presented in the current portion of loans payables, related parties account on the condensed consolidated balance sheets.

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

SCHEDULE

OF LOANS PAYABLE TO RELATED PARTIES

Related Parties Payable Interest Expense, Related Parties
Related Party Current Portion Long Term Portion for the Three<br> <br>Months Ended for the Nine<br> <br>Months Ended
September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Payables to Employees $ 11,659 $ 3,112 $ - $ - $ - $ 1,152 $ - $ 3,458
Deferred Purchase Price Liability 65,566 241,707 - 2,922 4,490 14,855 20,936 52,022
Asset Purchase Agreement Liability - 208,358 - 425,130 - 18,795 29,441 57,455
Yes Americana payable 494,433 - - - 214 0.00 433 -
Total $ 571,658 $ 453,177 $ - $ 428,052 $ 4,704 $ 34,802 $ 50,810 $ 112,936

In

July 2025, pursuant to the Fortman sale as further described in Note 9, the Company repaid in full the Asset Purchase Agreement Liability total outstanding balance of approximately $552,931 which included accrued interest through the payment date.

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FortmanInsurance Services, LLC Transaction

On

July 7, 2025, the Company, Fortman Insurance Services, LLC, an Ohio limited liability company and wholly owned subsidiary of the Company (the “Seller”, or “Fortman”), and Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Purchaser”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which the Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”) to the Purchaser for aggregate cash consideration of $5,000,000 (the “Transaction”). The Transaction closed on July 7, 2025, and was effective as of 12:01 a.m. Eastern Time on July 1, 2025. The sale did not represent a strategic shift that has or will have a major effect on the Company’s continuing ongoing operations. The Company recognized a gain on sale in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, of $3,033,554.

The assets sold pursuant to the Asset Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and other tangible and intangible assets used in the Fortman Business, and certain liabilities were assumed by the Purchaser. The Transaction excluded, among other things, Seller’s pre-Effective Date cash and cash equivalents, and other specified excluded assets and liabilities. Proceeds from the sale were utilized to pay down the Company’s long-term debt payable to Oak Street, and its Asset Purchase Agreement Liability.

InterimCrypto Purchase Agreement

On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement (the “Agreement”) with Mr. Moshe Fishman, the Company’s Director of Insurtech and Operations. Under the Agreement, and only as directed in writing by the Company’s Crypto Advisory Board (“CAB”), Mr. Fishman may use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completes the establishment of its institutional cryptocurrency trading account. From the time of purchase, all rights, title and interest in the related digital assets belong exclusively to the Company, and the assets are held in Mr. Fishman’s account solely for the benefit of the Company. All gains, losses, and risks associated with such digital assets transactions accrue entirely to the Company. The Agreement provides that, once the Company’s institutional account is established and upon written instruction from the CAB, Mr. Fishman will promptly transfer to that account all digital assets held for the Company’s benefit. The Company will reimburse Mr. Fishman only for the actual purchase price and any reasonable, documented transaction fees incurred. No compensation or other consideration is payable to Mr. Fishman for services provided under the Agreement. All activities under the Agreement are conducted in accordance with the Company’s Insider Trading Policy and applicable law. The Agreement was approved by the Audit Committee of the Board of Directors, which is comprised entirely of independent, non-employee directors. The Agreement terminates upon the earlier of (i) completion of the transfer of all digital assets assets to the Company’s institutional account or (ii) October 30, 2025, unless extended with Audit Committee approval. The agreement terminated in accordance with its terms on October 30, 2025.

As of September 30, 2025, no compensation had been paid to Mr. Fishman, and any digital assets purchased pursuant to the Agreement is reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the condensed consolidated statements of operations for the three and nine month periods ended, September 30, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Agreement to the Company’s account.

NOTE

  1. SEGMENT REPORTING

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

SCHEDULE

OF FINANCIAL RESULTS OF INSURANCE SEGMENT

Three<br> Months ended<br><br> September 30, Nine<br> Months ended <br><br>September 30,
2025 2024 2025 2024
Total revenues $ 2,495,975 $ 3,441,458 $ 9,818,872 $ 10,757,238
Less: Significant and other<br> Insurance Segment expenses
Commission<br> expense 995,945 902,246 3,454,147 3,065,152
Salaries<br> and wages 3,912,326 1,707,737 8,705,682 5,494,551
General<br> and administrative expenses 1,120,776 821,510 4,129,842 3,188,033
Marketing<br> and advertising expenses 66,917 100,183 201,399 304,209
Change<br> in estimated acquisition earn-out payables - - - 47,761
Depreciation<br> and amortization 313,694 421,759 1,020,440 1,425,700
Asset<br> impairments - - - 3,922,110
Interest<br> expense 246,722 356,320 844,846 1,091,966
Interest<br> expense related parties 4,704 34,802 50,811 112,936
Interest<br> expense 4,704 34,802 50,811 112,936
Other<br> expense, net 16,470 (65,785 ) 41,068 (65,807 )
Recognition<br> and change in fair value of warrant liabilities - - (156,000 )
Gain on<br> sale of business (3,033,554 ) (3,033,554 )
Unrealized<br> (gains) losses on digital assets, net 8,558 8,558 -
Loss<br> from discontinued operations before tax - - - -
Insurance<br> Segment Net Loss $ (1,156,583 ) $ (837,314 ) $ (5,604,367 ) $ (7,673,373 ) 
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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Youshould read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensedconsolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the auditedconsolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the“Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this QuarterlyReport on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-lookingstatements that involve risks, uncertainties and assumptions. You should read the sections titled “Cautionary Note Regarding Forward-LookingStatements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report for a discussion of importantfactors that could cause actual results to differ materially from the results described in or implied by the forward-looking statementscontained in the following discussion and analysis.

CautionaryNote Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report—including statements regarding our strategy (including our digital-asset treasury strategy and related blockchain/tokenization initiatives), future financial condition, liquidity and capital resources, future operations, projected revenues, earnings (losses), margins, cash flows, business prospects, potential acquisitions and integration, and plans and objectives of management—are forward-looking statements.

Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” and similar expressions (and negative forms of such words) are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to:

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

Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by this cautionary note.

Overview

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

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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 September 30, 2025, we had acquired nine insurance agencies.

Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth, as well as continuing to grow and execute on our Digital Asset Treasury Initiative, integrating blockchain technology into our long-term capital appreciation model.

In addition we plan to continue to expand into the digital asset and blockchain sector hereby building our portfolio comprising of cryptocurrencies, subject to market and other conditions.

Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021, which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer. The platform currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.

With the acquisition of Barra & Associates, LLC, we launched RELI Exchange, our business-to-business (“B2B”) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 300%.

During the third quarter of 2025, the Company’s Board of Directors approved a strategic expansion into the digital asset and blockchain sector. As part of this initiative, the Company initially plans to build a diversified portfolio comprising leading cryptocurrencies, such as Bitcoin, Ethereum, and Solana, to be managed by the Company’s newly formed Crypto Advisory Board (“CAB”), and subject to market and other conditions. This initiative builds on Reliance’s extensive experience at the intersection of insurance, fintech, and artificial intelligence, including the success of the Company’s proprietary RELI Exchange platform. Reliance is additionally exploring opportunities to tokenize insurance-linked assets in ways not previously accessible to institutional and other investors. The Company believes this innovation could open the door to a new investment class that has historically been unavailable, bringing greater transparency, liquidity, and efficiency to the insurance-linked marketplace.

BusinessOperations

We’ve adopted a “OneFirm” strategy, pursuant to which Company owned and operated agencies come together to operate as one cohesive unit, which allows for efficient and effective cross-selling, cross-collaboration, and the effective deployment of the Company’s human capital. This strategy also aims to enhance the Company’s overall market presence across the U.S., with all business lines operating under the RELI Exchange brand. It’s expected to benefit agents and clients by improving relationships with carriers, leading to better commission and bonus contracts due to higher business volumes. The approach also strengthens the capability of RELI Exchange agency partners in securing diverse insurance policies and fosters increased cross-selling opportunities. This unified strategy positions the Company for rapid scaling and integration of accretive acquisitions, expanding its industry reach.

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.

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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.

InsuranceAcquisitions and Strategic Activities

As of September 30, 2025, we have acquired multiple insurance brokerages (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.

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

*This agency was sold by the Company during the third quarter of 2025.

RecentDevelopments

DigitalAsset Treasury (DAT)

On September 9, 2025, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies, including leading digital assets such as Bitcoin, Ethereum and Solana, and may evaluate opportunities to tokenize insurance-linked assets.

In connection with the policy, the Board approved the formation of a Crypto Advisory Board (the “CAB”) to manage, oversee and advise management and the Board on the ongoing development of the Company’s digital-asset treasury strategy and related initiatives. The Board appointed Alex Blumenfrucht, an independent director, and Moshe Fishman, a senior vice president of the Company, as the initial members of the CAB.

On September 16, 2025, the Company entered into an Interim Crypto Purchase Agreement with Mr. Fishman, pursuant to which, solely as directed in writing by the CAB, Mr. Fishman could use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of digital assets on behalf of the Company while the Company completed opening its institutional cryptocurrency account. From the time of purchase, all right, title and interest in the digital assets belonged exclusively to the Company; the assets were held in Mr. Fishman’s account solely for the Company’s benefit. The Company agreed to reimburse Mr. Fishman for the actual purchase price and reasonable, documented transaction fees, and no compensation was payable to Mr. Fishman for services under the agreement. The agreement provided that all activities would be conducted in compliance with the Company’s Insider Trading Policy and applicable law, and it terminated upon the earlier of (i) completion of the transfer of all such assets to the Company’s institutional account or (ii) October 30, 2025 (unless extended by Audit Committee approval). The agreement terminated in accordance with its terms on October 30, 2025.

On September 17, 2025, the Company completed its initial purchase of Ethereum (ETH) under the DAT initiative. On September 29, 2025, the Company completed its first purchase of Bitcoin (BTC), following prior purchases of ETH and Cardano (ADA). On September 30, 2025, the Company completed a purchase of XRP, the native token of the XRP Ledger, as part of the DAT initiative. These digital assets purchased pursuant to the Interim Crypto Purchase Agreement are reflected in the Company’s condensed consolidated balance sheets as digital assets owned by the Company with any related unearned gains or losses reflected in the condensed consolidated statements of operations for the three and nine month periods ended, September 30, 2025. During October 2025, the Company opened its institutional cryptocurrency account and Mr. Fishman transferred all digital assets purchased pursuant to the Interim Crypto Purchase Agreement to the Company’s account.

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SpecialCash Dividend

On September 26, 2025, the Company’s Board of Directors declared a one-time cash dividend of $0.03 per share on the Company’s outstanding Common Stock, payable to shareholders of record as of October 30, 2025, with payment scheduled for December 2, 2025. As of September 30, 2025, the Company recorded a dividend payable of approximately $373,986, inclusive of approximately $92,000 payable to the Company’s warrant holders entitled to receive dividends for their underlying warrant shares. Subsequent to quarter-end, the Company issued an additional 490,473 shares of Common Stock prior to the record date, which increased the total expected dividend payable to approximately $388,700. The additional shares represent a non-recognized subsequent event under ASC 855, Subsequent Events, and did not affect the amounts recorded as of September 30, 2025.

EquityLine of Credit (ELOC)

On August 26, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC”) and a related Registration Rights Agreement (together, the “White Lion Agreements”) with White Lion Capital, LLC (“White Lion”). Under the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $10,000,000 of newly issued shares of the Company’s common stock, par value $0.086 per share, during a commitment period ending no later than December 31, 2027. Each sale is initiated by the Company through a written purchase notice, and the purchase price per share is equal to the lowest traded price of the common stock during a three-hour valuation period following White Lion’s acknowledgment of the notice.

The agreement includes customary conditions and limitations, including a cap on the issuance of more than 19.99% of the Company’s outstanding shares as of the execution date (the “Exchange Cap”) unless stockholder approval is obtained or the average price paid for all shares issued equals or exceeds $0.9196, and a 4.99% beneficial-ownership limitation (which may be increased to 9.99% with 61 days’ prior notice). In consideration for White Lion’s commitment, the Company will issue $100,000 of fully earned common stock as commitment shares in two tranches payable during the third and fourth quarters of 2025. The Company has issued the first $50,000 tranche of shares as of September 30, 2025

Pursuant to the related Registration Rights Agreement, the Company agreed to file and maintain the effectiveness of a registration statement on Form S-1 covering the resale of the shares issuable under the White Lion Agreements, and the resale registration statement on Form S-1 the Company henceforth filed with the SEC was declared effective, September 4, 2025. Proceeds from sales under the facility, if and when made, may be used for general corporate purposes, including funding operations and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy.

Under the ELOC, as of September 30, 2025, the Company had issued 450,000 shares of Common Stock for net proceeds of approximately $350,000, after deducting a one-time documentation fee. Subsequent to quarter-end, the Company issued an additional 300,000 shares of Common Stock for proceeds of approximately $300,000, resulting in a remaining capacity of approximately $9.3 million under the ELOC as of the date of this report.

On November 5, 2025, we executed Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC, which adds a Fixed Purchase Notice option. Under this feature, with investor consent, we may sell shares at a Fixed Purchase Price equal to 90% of the lowest traded price during the five-minute window immediately preceding delivery of the notice, up to a 5% ADTV limit per notice (unless waived). Closing and funding occur the next business day following notice consent, against DWAC delivery of the shares. See Item 5 and Exhibit 10.7 for additional information.

At-the-MarketOffering Program

In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement with H.C. Wainwright & Co., LLC, allowing the Company to offer and sell, from time to time through the Sales Agent, shares of its Common Stock having an aggregate offering price of up to $2,026,453 pursuant to its effective shelf registration statement on Form S-3 (File No. 333-275190). In September 2025, the Company filed Amendment No. 1 to the related prospectus supplement to update and refresh the amount of Common Stock then available for sale under the ATM Program to $248,138, consistent with the limitations imposed by General Instruction I.B.6 of Form S-3. During the three and nine months ended September 30, 2025, the Company sold 1,853,048 shares of Common Stock under the ATM Program, of which, 1,785,738 shares were issued as of September 30, 2025 and 67,310 shares were issued October 1, 2025, for net proceeds of approximately $2,021,681, after deducting sales commissions and offering expenses. Subsequent to September 30, 2025, the Company sold an additional 123,163 shares of Common Stock for net proceeds of approximately $119,764, and approximately $360 of Common Stock remained available for issuance thereafter. The Company intends to use any net proceeds from the ATM Program for general corporate purposes.

PrivatePlacement

On June 18, 2025, the Company entered into a securities purchase agreement (the “Private Placement-2025”) with one institutional buyer for the purchase and sale of, of (i) pre-funded warrants (the “Series J-PF Warrants”) to purchase up to 1,488,096 shares of the Company’s Common Stock at an exercise price of $0.001 per share, and (ii) warrants (the “Series J Warrants”) to purchase up to 2,976,192 shares of Common Stock at an exercise price of $1.43 per share. The Private Placement-2025 was priced at the market at a combined purchase price per share and accompanying Series J Warrant of $1.68. Additionally, the Company issued a warrant to the Placement Agent (the “Series J PAW’s”), to acquire 104,167 shares of Common Stock at an exercise price of $2.10. The closing of the Private Placement occurred on June 20, 2025. Series J-PF Warrants were fully exercised during the quarter ended September 30, 2025. All Series J-PF Warrants were exercised during the quarter ended September 30, 2025.

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FortmanSale

On July 7, 2025, the Company, Fortman Insurance Services, LLC, an Ohio limited liability company and wholly owned subsidiary of the Company (the “Seller”, or “Fortman”), and Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Purchaser”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which the Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”) to the Purchaser for aggregate cash consideration of $5,000,000 (the “Transaction”). The Transaction closed on July 7, 2025, and was effective as of 12:01 a.m. Eastern Time on July 1, 2025. The sale did not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. The Company recognized a gain on sale in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, of $3,033,554.

The assets sold pursuant to the Asset Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and other tangible and intangible assets used in the Fortman Business, and certain liabilities were assumed by the Purchaser. The Transaction excluded, among other things, Seller’s pre-Effective Date cash and cash equivalents, and other specified excluded assets and liabilities.

OakStreet Debt Payments

During July 2025, the Company repaid approximately 50%, or $4,997,292 of its Oak Street long-term debt. These pre-payments were funded through proceeds from the asset sale of Fortman and did not incur any pre-payment penalties.

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Terminationof the Spetner Agreement

On July 22, 2025, the Company accepted written notice from Spetner Associates, Inc. (“Spetner”), terminating the Stock Exchange Agreement, dated as of May 14, 2024, and as amended on September 6, 2024, October 29, 2024, and February 20, 2025 (collectively, the “Stock Exchange Agreement”). There are no material relationships between the Company and the Spetner Parties other than in respect of the Stock Exchange Agreement.

On October 29, 2024, and February 20, 2025, the Company issued 140,064 shares and 157,000 shares of its common stock to the Spetner sellers, representing non-refundable prepayments of approximately $329,430 and $239,425, respectively, as partial consideration for the contemplated acquisition. These were initially recorded by the Company in the prepaid expense and other current assets account on the consolidated balance sheets as of December 31, 2024, and March 31, 2025, respectively. However, pursuant to the termination of the Stock Exchange Agreement, the Company does not expect to recover these shares issued and thus has expensed them to the general and administrative account in the condensed consolidated statements of operations for the period ended, September 30, 2025.

Non-GAAPFinancial Measure

The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Adjusted EBITDA (“AEBITDA”), our key financial performance metric, is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below. The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Quarterly Report on Form 10-Q under “Results of Operations”.

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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 certain non-routine income or expenses and other individually de minimis items and is thus excluded<br> as unrelated to core operations of the company.
● Gain<br> on sale of business: Includes certain gains on sale of business and is thus excluded as unrelated to core operations of the company.
● Unrealized gains (losses) on digital assets, net: This account includes unrealized gains and losses from digital assets and is thus excluded<br>as unrelated to core operations of the company.
● Transactional<br> costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness.<br> These costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.
● Non-standard<br> costs: This account includes non-recurring non-operational items, related to costs incurred for a legal suit the Company has filed<br> against one of the third parties involved in previously discontinued operations and was excluded to provide more meaningful supplemental<br> information regarding the Company’s core operational performance.

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

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Resultsof Operations

RELIANCE

GLOBAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS ANALYTICS

Comparison

of the three months ended September 30, 2025 to the three months ended September 30, 2024

Three Months Ended
September 30, 2025 September 30, 2024 Value Fluctuation Percent Fluctuation Explanations
Commission Income (“CI”) $ 2,495,975 $ 3,441,458 $ (945,483 ) -27 % CI decrease primarily driven by loss of revenue from sale of Fortman Insurance Services (“FIS”) and lower medical commission revenues.
Commission Expense (“CE”) 995,945 902,246 93,699 10 % Increased CE primarily influenced by the general market conditions.
Salaries and wages (“S&W”) 3,912,326 1,707,737 2,204,589 129 % Increased S&W primarily due to non-cash share-based compensation offset by elimination of “FIS” salaries
General and administrative expenses (“G&A”) 1,120,776 821,510 299,266 36 % Increased G&A is substantially driven by director non-cash equity awards offset by OneFirm efficiencies and overall leaner operations.
Marketing and advertising expenses (“M&A”) 66,917 100,183 (33,266 ) -33 % M&A decrease consistent with Company’s current marketing strategy.
Depreciation and amortization (“D&A”) 313,694 421,759 (108,065 ) -26 % Decrease pursuant to passage of time as assets become fully amortized and elimination of FIS assets.
Total operating expenses 6,409,658 3,953,435 2,456,223 62 %
-
Loss from operations (3,913,683 ) (511,977 ) (3,401,706 ) 664 %
-
Other income (expense) -
Interest expense (246,722 ) (356,320 ) 109,598 -31 % Decrease per payoff on the majority of loan balances
Interest (expense) related parties (4,704 ) (34,802 ) 30,098 -86 % Decrease per periodic paydowns on loan balances and loan payoffs.
Other income (expense), net (16,470 ) 65,785 (82,255 ) -125 % Decreased other income relates primarily to certain <br>non-recurring sales of accounts.
Gain on sale of business 3,033,554 - 3,033,554 Increase pursuant to the gain on sale of FIS.
Unrealized gains (losses) on digital assets, net (8,558 ) - (8,558 ) Decrease per unrealized loss in digital assets
Total other (expense) income 2,757,100 (325,337 ) 3,082,437 -947 %
Net loss (1,156,583 ) (837,314 ) (319,269 ) 38 % Fluctuation explained on an account basis above.
Non-GAAP Measure
AEBITDA (707,021 ) 408,606 (749,530 ) -1,763 % Primarily lower due to fluctuations discussed above in the revenue and commission expense accounts. 
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Comparison

of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Nine<br> Months ended
September<br> 30, 2025 September<br> 30, 2024 Value<br> Fluctuation Percent<br> Fluctuation Explanations
Commission<br> Income $ 9,818,872 $ 10,757,238 $ (938,366 ) -8.72 % CI<br> change primarily driven by loss of revenue from sale of FIS and lower medical commission revenues.
Commission Expense (“CE”) 3,454,147 3,065,152 388,995 13 % Increased CE primarily influenced<br> by the general market conditions.
Salaries and wages (“S&W”) 8,705,682 5,494,551 3,211,131 58 % Increased S&W primarily<br> due to non-cash share-based compensation offset by elimination of “FIS” salaries
General and administrative<br> expenses (“G&A”) 4,129,842 3,188,033 941,809 30 % Increased G&A is substantially<br> driven by director non-cash equity awards offset by OneFirm efficiencies and overall leaner operations.
Marketing and advertising<br> expenses (“M&A”) 201,399 304,209 (102,810 ) -34 % M&A decrease consistent<br> with Company’s current marketing strategy
Change in estimated acquisition<br> earn-out payables - 47,761 (47,761 ) -100 % Decrease pursuant to the settlement<br> of earn-out payables.
Depreciation and amortization<br> (“D&A”) 1,020,440 1,425,700 (405,260 ) -28 % Decrease pursuant to passage<br> of time as assets become fully amortized and the sale of the FIS assets.
Asset impairment - 3,922,110 (3,922,110 ) -100 % No impaired assets during<br> the current period.
Total<br> operating expenses 17,511,510 17,447,516 63,994 0 %
-
Loss from operations (7,692,638 ) (6,690,278 ) (1,002,360 ) 15 %
-
Other income<br> (expense) -
Interest expense (844,846 ) (1,091,966 ) 247,120 -23 % Decrease per payoff on the<br> majority of loan balances
Interest (expense) related<br> parties (50,811 ) (112,936 ) 62,125 -55 % Decrease per periodic paydowns<br> on loan balances and payoff on a large loan balance.
Other income (expense), net (41,068 ) 65,807 (106,875 ) -162 % Decreased other income relates<br> primarily to certain <br>non-recurring sales of accounts.
Recognition and change in<br> fair value of warrant liabilities 156,000 (156,000 ) -100 % Decrease pursuant to the redemption<br> of all material derivative warrant liabilities.
Gain on sale of business 3,033,554 - 3,033,554 Increase pursuant to the gain<br> on sale of FIS.
Unrealized<br> gains (losses) on digital assets, net (8,558 ) - (8,558 ) Decrease<br> per unrealized loss in digital assets
Total<br> other (expense) income 2,088,271 (983,095 ) 3,071,366 -312 %
Loss<br> from continuing operations before tax (5,604,367 ) (7,673,373 ) 2,069,006 -27 % Fluctuation<br> explained on an account basis above.
Non-GAAP<br> Measure
AEBITDA (918,706 ) (209,113 ) (709,593 ) 339 % Primarily lower due to fluctuations<br> discussed above in the revenue and expense accounts. 
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Non-GAAPReconciliation from Net Loss to AEBITDA

The following table provides a reconciliation from net income (loss) to AEBITDA for the period three and nine months ended September 30, 2025 and September 30, 2024

The Period Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) (1,156,583 ) (837,314 ) (5,604,367 ) (7,673,373 )
Adjustments:
Interest and related party interest expense 251,426 391,122 895,657 1,204,902
Depreciation and amortization 313,694 421,759 1,020,440 1,425,700
Asset impairment - - - 3,922,110
Share based compensation employees directors and third parties 2,808,446 62,790 5,312,988 551,598
Change in estimated acquisition earn-out payables - - 47,761
Other (income) expense, net 16,470 (65,785 ) 41,068 (65,807 )
Transactional costs 61,450 21,813 452,686 394,909
Non-standard costs 23,072 48,124 (12,182 ) 139,087
Recognition and change in fair value of warrant liabilities - - - (156,000 )
Gain on sale of business (3,033,554 ) (3,033,554 )
Unrealized gains (losses) on digital assets, net 8,558 8,558
Total adjustments 449,562 879,822 4,685,661 7,464,259
AEBITDA (707,021 ) 42,508 (918,706 ) (209,114 )

Liquidityand capital resources

The Company continues to maintain a strong liquidity position and flexible access to capital to support its operations, growth initiatives, and digital asset treasury strategy. Management believes that existing cash balances, anticipated operating cash flows, and available financing facilities provide sufficient resources to fund current obligations and planned expenditures for at least the next twelve months.

During 2025, the Company further diversified its capital structure through a combination of equity-based financing arrangements, including the Equity Line of Credit (“ELOC”) with White Lion Capital, LLC, the At-the-Market (“ATM”) Program with H.C. Wainwright & Co., LLC, and the Private Placement-2025 completed in June 2025. As discussed under “Recent Developments,” these financing vehicles provide the Company with multiple sources of capital that may be accessed opportunistically and at prevailing market prices while maintaining control over timing and issuance levels.

During the nine months ended September 30, 2025, the Company raised approximately $4.5 million in aggregate net proceeds through these equity financing programs. This included approximately $2.0 million under the ATM Program, $0.4 million under the ELOC, and $2.1 million from the Private Placement-2025. Subsequent to September 30, 2025, the Company received an additional $0.4 million in proceeds from the sale of Common Stock under the ELOC and ATM Program. These financings, together with the exercises of the Series J-PF Warrants, contributed to an approximate 590% increase in unrestricted cash since fiscal year-end 2024.

Under the Private Placement-2025, the Company issued pre-funded warrants (“Series J-PF Warrants”) and accompanying warrants (“Series J Warrants”) to purchase shares of Common Stock. The Series J-PF Warrants were fully exercised during the third quarter of 2025, while the Series J Warrants remain outstanding as of September 30, 2025. As of the date of this filing, approximately $9.3 million of capacity remained available under the ELOC, and the ATM Program had been substantially utilized.

Management intends to use the net proceeds from these financings for general corporate purposes, including working capital, technology development, and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy. Management continues to evaluate additional financing alternatives and believes that the combination of strengthened balance-sheet metrics, flexible equity facilities, and expected operational cash flows provides adequate liquidity to support both near-term needs and long-term strategic growth objectives.

As of September 30, 2025, we had a combined unrestricted and restricted total cash balance of approximately $3,503,000 and working capital of approximately $1,595,000, compared with a combined unrestricted and restricted total cash balance of approximately $1,798,000 and working capital of approximately $416,000 as of December 31, 2024.

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 nine months ended September 30, 2025.

CashFlows

Nine Months Ended<br><br> <br>September 30,
2025 **** 2024 ****
Net<br> cash used in operating activities $ (1,469,000 ) (1,647,881 )
Net<br> cash provided (used in) by investing activities 4,289,000 (58,787 )
Net<br> cash (used in) provided by financing activities (1,115,000 ) 1,321,449
Net<br> increase in cash, cash equivalents, and restricted cash $ 1,706,000 $ (385,219 )

OperatingActivities

Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $1,469,000, compared to net cash flows used in operating activities of approximately $1,648,000 for the nine months ended September 30, 2024. The cash used includes a net loss of approximately $5,604,000, decreased by approximate non-cash adjustments of $3,408,000 related to depreciation and amortization of approximately $1,020,000, share based compensation of approximately $5,313,000, and amortization of debt costs, non-cash lease expense, and change in fair value of digital assets of approximately $108,000 as well as a net increase in cash due to changes of net working capital items of approximately $727,000.

InvestingActivities

During the nine months ended September 30, 2025, cash flows provided by investing activities approximated $4,289,000 compared to cash flows used by investing activities of approximately $58,787 for the nine months ended September 30, 2024. The cash used during the nine months ended September 30, 2025 is primarily related proceeds from the sale of Fortman Insurance Services of approximately $4,447,000, offset by cash used to purchase fixed tangible and intangible assets of approximately $43,000, and investment of digital assets of approximately $115,000.

FinancingActivities

During the nine months ended September 30, 2025, approximate cash used in financing activities was $1.1 million, as compared to approximately $1.3 million of cash provided for the nine months ended September 30, 2024. Net cash used in financing activities during the nine months ended September 30, 2025, related to net proceeds received from Private Placement-2025 of approximately $2.1 million, net related party loan payable proceeds of $0.2 million, net ELOC proceeds of approximately $0.3 million and net ATM proceeds of approximately $2.1 million, offset by debt principal, and net short-term financings repayments of approximately $5.8 million.

SignificantAccounting Policies and Estimates

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Conditionand Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2024.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, and determined them to be effective as of September 30, 2025.

Changesin Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II

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 September 30, 2025. Litigation relating to the insurance brokerage industry is not uncommon. As such we, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

Item1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should consider carefully the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time. As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated from time to time. The following risk factors are applicable to our announced digital asset strategy and are being provided to supplement those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Risks Related to Our Business and Digital AssetStrategy

In addition to the other information set forth in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Recent Developments,” you should carefully consider the following risks related to our digital asset treasury strategy and policy (“Digital Asset Treasury” or “DAT”), which could materially affect our business, financial condition, results of operations, or the market price of our common stock.

Our financial results and the market price ofour common stock could be affected by the prices and volatility of digital assets.

As part of our capital allocation strategy, we invest, or may invest, in digital assets such as Bitcoin, Ethereum, Solana, Cardano, and XRP. The prices of digital assets have historically been subject to extreme volatility and may fluctuate significantly in short periods of time. Under applicable accounting standards, our digital assets are measured at fair value with changes recognized in earnings, which may result in material charges or gains to our results of operations from period to period. Any decrease in the fair value of our digital assets could materially impact our financial results, create significant earnings volatility, and adversely affect the market price of our common stock. In addition, if investors perceive the value of our common stock to be linked to the value of our digital asset holdings, changes in the digital-asset markets may directly influence our stock price.

Our digital assets are less liquid than cashand cash equivalents and may not serve as a reliable source of liquidity.

Crypto markets have experienced significant volatility, periods of limited liquidity, and trading disruptions. We may not be able to liquidate our digital assets at favorable prices or at all during times of market stress. In addition, assets held with custodians or execution partners may be subject to operational, legal, or credit risks, and these entities do not have the same protections as regulated financial institutions. Insolvency or failure of a custodian or trading counterparty could result in delays or losses in recovering our digital assets. While the Company maintains other sources of liquidity, including an equity line of credit with White Lion Capital, proceeds from such facilities may be used for DAT purchases, which could further concentrate liquidity risk.

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Our digital asset treasury policy is new anduntested.

There can be no assurance that our DAT policy will achieve its intended objectives or that our digital-asset acquisition strategy will be successful. The policy may be modified, suspended, or discontinued at any time at the discretion of our Board of Directors. If digital-asset prices decrease or our strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely impacted.

We may experience delays in implementing ourdigital asset treasury policy if we are unable to establish or maintain appropriate custodial arrangements.

We intend to hold substantially all digital assets in custody accounts at U.S.-based, institutional-grade custodians. As of the date of this report, our long-term custodial arrangements are in the process of being implemented. Any delay or inability to enter into or maintain custodial arrangements could adversely affect the timing, execution, and security of our DAT strategy.

If we were deemed to be an “investmentcompany,” our ability to operate as currently conducted could be materially and adversely affected.

Because digital assets are relatively novel and the application of securities laws to them is uncertain, it is possible that regulators could determine that certain digital assets constitute securities. If any of our holdings were deemed investment securities for purposes of the Investment Company Act of 1940, we could become subject to burdensome regulatory restrictions or be required to alter or liquidate our holdings, which could materially adversely affect our operations and financial results.

We are not subject to the regulatory frameworkthat governs investment companies or investment advisers.

Our digital-asset activities are not regulated as those of mutual funds, exchange-traded funds, or registered investment advisers. As a result, our operations may involve greater volatility, concentration risk, and management discretion than would be permitted under those regimes.

We may be subject to additional tax liabilitiesor regulatory changes affecting digital assets.

Future changes in U.S. federal income tax treatment or other regulations applicable to digital-asset activities could adversely affect our tax position or subject us to additional compliance costs, audits, or liabilities.

We face operational, technological, and securityrisks relating to digital-asset custody and transactions.

Security breaches, cyberattacks, loss of private keys, network failures, or human error could result in the loss of some or all of our digital assets. Such losses may not be covered by insurance or by the terms of our custodial agreements. The irreversibility of blockchain transactions heightens the risk of permanent loss.

Our digital-asset strategy may create complicationswith third-party service providers.

Certain insurance companies, financial institutions, or auditors may decline to transact or contract with companies engaging in digital-asset treasury activities, which could limit our access to services or increase operating costs.

Technological and market developments couldrender certain digital assets obsolete or less valuable.

The digital-asset ecosystem is characterized by rapid innovation and competition. The emergence or adoption of alternative protocols, including those backed by private entities or governments (such as central bank digital currencies), could diminish the utility or value of the digital assets we hold, adversely affecting our financial results.

Item2. 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<br> <br>1933 Number of Securities Issued (or cancelled) (1) Class of Securities Value of Securities issued (/per share) at Issuance Were the Securities issued at a discount to market price at the time of issuance? (Yes/No) Individual/<br> <br>Entity Securities<br> <br>were issued to (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<br> <br>(if<br> <br>applicable) Restricted or<br> <br>Unrestricted<br> <br>as of this<br> <br>filing? Exemption or Registration Type?
8/27/2025 New 53,186 Common No White Lion Capital Llc ELOC Commitment Fee Shares Unrestricted 4 (a)(2)
9/3/2025 New 110,668 Common No Tomchei Shabbos D’lakewood Marketing Service Agreement Restricted 4 (a)(2)
9/15/2025 New 450,000 Common No White Lion Capital Llc ELOC shares sales Unrestricted 4 (a)(2)

All values are in US Dollars.

Item3. Defaults Upon Senior Securities.

Not applicable.

Item4. Mine Safety Disclosures.

Not applicable.

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Item5. Other Information.

(a) Amendment to Equity Line of Credit. On November 5, 2025, we entered into Amendment No. 1 to the Common Stock Purchase Agreement, dated August 26, 2025, with White Lion Capital, LLC (the “Amendment”). The Amendment permits us, during the commitment period, to deliver a Fixed Purchase Notice for the sale of common stock, subject to investor consent and the Company’s satisfaction of the Agreement’s conditions. Under a Fixed Purchase Notice, (i) the Fixed Purchase Price equals 90% of the lowest traded price of our common stock during the five-minute period immediately before we deliver the Fixed Purchase Notice; (ii) the Fixed Purchase Notice Limit is 5% of average daily trading volume (unless waived by the investor); and (iii) closing occurs on the next business day, with the investor wiring the Fixed Purchase Investment Amount by 5:00 p.m. New York time upon receipt of the DWAC-delivered shares. Except as modified, the Agreement remains in full force and effect. A copy of the Amendment is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q. This disclosure is provided in lieu of filing a separate Current Report on Form 8-K.

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

Item6. Exhibits

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

Exhibit No. Description
3.1 Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
3.2 Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
3.3 Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 5, 2021 (SEC File No. 333-249381)).
3.4 Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)).
3.5 Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No. 001-40020)).
3.6 Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)).
3.7 Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No. 001-40020)).
3.8 Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024 (SEC File No. 001-40020)). 
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| --- | | 3.9 | Amendment<br> No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange<br> Commission on February 6, 2025). | | --- | --- | | 3.10 | Articles<br> of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated<br> herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities<br> and Exchange Commission on February 13, 2025. | | 10.1 | Amended<br> and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan<br> S. Spetner, Agudath Israel of America, and Spetner Associates, Inc., dated as of September<br> 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report<br> on Form 8-K filed on September 9, 2024). | | 10.2 | Amendment<br> No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group,<br> Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as<br> of October 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current<br> Report on Form 8-K filed on November 4, 2024). | | 10.3 | Common<br> Stock Purchase Agreement, dated as of August 26, 2025, by and between Reliance Global Group,<br> Inc. and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s<br> Current Report on Form 8-K filed on August 27, 2025). | | 10.4 | Registration<br> Rights Agreement, dated as of August 26, 2025, by and between Reliance Global Group, Inc.<br> and White Lion Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s<br> Current Report on Form 8-K filed on August 27, 2025) | | 10.5 | Interim<br>Crypto Purchase Agreement, entered into between the Company and Moshe Fishman, dated September 16, 2025 (incorporated by reference to<br>Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2025). | | 10.6 | Asset Purchase Agreement, between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC, dated July 7, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2025). | | 10.7* | Amendment No. 1 to the Common Stock Purchase Agreement between the Company and White Lion Capital LLC, effective November 5, 2025. | | 31.1* | Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2* | Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1** | Section<br> 1350 Certification of the Chief Executive Officer and Chief Financial Officer | | 101.INS* | Inline<br> XBRL Instance Document | | 101.CAL* | Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document | | 101.SCH* | Inline<br> XBRL Taxonomy Extension Schema Document | | 101.DEF* | Inline<br> XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | Inline<br> XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE* | Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover<br> Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |

*Filed herewith

**Furnished herewith

† Management contract, compensation plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Reliance Global Group, Inc.
Date:<br> November 6, 2025 By: /s/ Ezra Beyman
Ezra<br> Beyman
Chief<br> Executive Officer
(principal<br> executive officer)
Date:<br> November 6, 2025 By: /s/ Joel Markovits
Joel<br> Markovits
Chief<br> Financial Officer
(principal<br> financial officer and principal accounting officer) 
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Exhibit10.7

AMENDMENTNO. 1

TO

COMMONSTOCK PURCHASE AGREEMENT

BETWEEN

RELIANCGLOBAL GROUP INC.

AND

WHITELION CAPITAL LLC

THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective November 5, 2025 (the “Amendment Effective Date”), is by and between Reliance Global Group, Inc. a Florida Corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated August 26^th^, 2025 (the “Agreement”), to permit the Company to effect sales to the Investor pursuant to Fixed Purchase Notice (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Article II.

Article II of the Agreement is hereby amended by adding Sections 2.2(c) and 2.2(d), which shall read in their entirety as follows:

Section2.2 (c) Fixed Purchase Notice.

(c) Upon<br> the terms and subject to the conditions of this Agreement, during the Commitment Period,<br> the Company may deliver a Fixed Purchase Notice to the Investor, subject to satisfaction<br> of the conditions set forth in Article VII and otherwise provided herein. A Fixed<br> Purchase Notice shall be deemed delivered on the Business Day that the Investor provides<br> written consent of the acceptance of the Fixed Purchase Notice (the “Fixed Purchase Notice Date”) and the Fixed Purchase Notice shall not exceed the Fixed Purchase<br> Notice Limit unless waived by the Investor. Each party shall use its commercially reasonable<br> efforts to perform or fulfill all conditions and obligations to be performed or fulfilled<br> by it under this Agreement so that the transactions contemplated hereby shall be consummated<br> as soon as practicable. Each party also agrees that it shall use its commercially reasonable<br> efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things<br> necessary, proper or advisable under applicable laws and regulations to consummate and make<br> effective Section 2.2 of this Agreement and the transactions contemplated herein. Investor<br> shall not consent to accept a Fixed Purchase Notice received less than one hour (1) hour<br> prior to the close of trading on the Principal Market, unless waived by the Investor in writing,<br> and consent of a Fixed Purchase Notice Date irrespective of the timing will be considered<br> a written waiver.

Section2.2 (d) Fixed Purchase Closing.

(d) The<br> Closing of a Fixed Purchase Notice shall occur one (1) Business Day following the Fixed Purchase<br> Notice Date (the “Fixed Purchase Closing Date”); whereby the Investor<br> shall deliver to the Company, by 5:00 p.m. New York time on the Fixed Purchase Closing Date,<br> the Fixed Purchase Investment Amount by wire transfer of immediately available funds to an<br> account designated by the Company, provided that the Investor has received the applicable<br> Fixed Purchase Notice Shares as DWAC Shares.

The following terms shall be defined as set forth below:

a. “Fixed Purchase Closing Date” shall have the meaning specified in Section 2.2(d).
b. “Fixed Purchase Investment Amount” shall mean the applicable Purchase Notice Shares<br> referenced in the Fixed Purchase Notice multiplied by the applicable Fixed Purchase Price.
c. “Fixed Purchase Notice” shall mean a written notice from Company, substantially in<br> the form of Exhibit C attached hereto to the Investor and the Transfer Agent setting forth<br> the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to<br> the terms of this Agreement.
d. “Fixed Purchase Notice Date” shall have the meaning specified in Section 2.2(c).
e. “Fixed Purchase Notice Limit” shall mean five percent (5%) of the Average Daily Trading<br> Volume, unless waived by the Investor.
f. “Fixed Purchase Price” shall mean ninety percent (90%) of the lowest traded price<br> of Common Stock during the Fixed Purchase Valuation Period.
g. “Fixed Purchase Valuation Period” shall mean the five (5) minute period prior to the<br> time the Company delivers a Fixed Purchase Notice to the Investor. The delivery time will<br> be communicated in the Fixed Purchase Notice communication email.

The following terms shall be amended and restated as set forth below:

i. “Purchase Notice” shall mean a written notice from Company, substantially in the form<br> of Exhibit A attached hereto (a “Purchase Notice Form”),<br> or Exhibit C attached hereto (a “Fixed Purchase Notice Form”),<br> to the Investor and the Transfer Agent setting forth the Purchase Notice Shares which the<br> Company requires the Investor to purchase pursuant to the terms of this Agreement
ii. “Valuation Period” shall mean the one (1) hour period commencing immediately upon the<br> Investor’s written acknowledgement of receipt, with no dispute or contest, of the applicable<br> Purchase Notice Form by Investor.

Exhibit A attached hereto shall be added as Exhibit C to the Agreement.

2. Representationsand Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

3. Miscellaneous.

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of California as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.

(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

**signature page follows **

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

RELIANCE GLOBAL GROUP, INC.
By: /s/ Ezra Beyman
Name: Ezra Beyman
Title: CEO
WHITE LION CAPITAL, LLC
--- ---
By: /s/ Sam Yaffa
Name: Sam Yaffa
Title: Managing Partner

EXHIBIT C

FORM OF FIXED PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC

We refer to the Common Stock Purchase Agreement, dated as of August 26^th^, 2025, (as amended, the “Agreement”), entered into by and between Reliance Global Group, Inc., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby:

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Fixed Purchase Price; and

2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

RELIANCE GLOBAL GROUP INC.
By:
Name:
Title:

Exhibit31.1

CERTIFICATIONS

I, Ezra Beyman, certify that:

1. I have reviewed the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 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> November 6, 2025 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 September 30, 2025 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.
Date:<br> November 6, 2025 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 September 30, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> November 6, 2025 By: /s/ Ezra Beyman
Ezra<br> Beyman
Chief<br> Executive Officer (Principal Executive Officer)
Date:<br> November 6, 2025 By: /s/ Joel Markovits
--- --- ---
Joel<br> Markovits
Chief<br> Financial Officer
(Principal<br> Financial Officer)

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