Equibles

10-Q

Reliance Global Group, Inc. (EZRA)

10-Q 2024-11-07 For: 2024-09-30
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, 2024

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<br><br> <br>of<br> incorporation or organization) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

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

(Address of principal executive offices) (Zip Code)

732-380-4600

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

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

Yes ☐ No ☒

At

November 7, 2024, the registrant had 1,712,573 shares of common stock, par value $0.086 per share, outstanding.

TABLE

OF CONTENTS

PART I
Item<br> 1. Financial Statements 3
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk. 28
Item<br> 4. Controls and Procedures. 28
PART II
Item<br> 1. Legal Proceedings. 29
Item<br> 1A. Risk Factors. 29
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds. 29
Item<br> 3. Defaults Upon Senior Securities. 30
Item<br> 4. Mine Safety Disclosures. 30
Item<br> 5. Other Information. 30
Item<br> 6. Exhibits 30 
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Reliance

Global Group, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

December 31,
2023
(Audited)
Assets
Current assets:
Cash 925,270 $ 1,329,016
Restricted cash 1,428,422 1,409,895
Accounts receivable 1,108,173 1,298,863
Accounts receivable, related parties 8,242 6,604
Accounts receivable 8,242 6,604
Other receivables 5,949 899
Prepaid expense and other current assets 358,881 333,756
Total current assets 3,834,937 4,379,033
Property and equipment, net 136,482 139,999
Right-of-use assets, operating leases 976,206 739,830
Intangibles, net 5,757,251 11,042,757
Goodwill 6,693,099 6,693,099
Other non-current assets 21,792 20,292
Total assets 17,419,767 $ 23,015,010
Current liabilities:
Accounts payable and other accrued liabilities 1,025,137 $ 835,481
Short term financing agreements 106,715 56,197
Current portion of loans payables, related parties 472,960 454,953
Other payables 15,014 7,414
Current portion of long-term debt 1,532,640 1,390,766
Current portion of leases payable, operating leases 251,103 285,171
Earn-out liability, current portion - 159,867
Total current liabilities 3,403,569 3,189,849
Loans payable, related parties, less current portion 543,403 897,530
Long term debt, less current portion 9,887,894 11,026,971
Leases payable, less current portion, operating leases 763,975 484,337
Warrant liabilities 326 268,993
Total liabilities 14,599,167 15,867,680
Stockholders’ equity
Preferred stock, 0.086 par<br> value; 750,000,000 shares authorized and 0 issued<br> and outstanding as of September 30, 2024 and December 31, 2023, respectively - -
Common stock, 0.086<br> par value; 117,647,059<br> shares authorized and 1,452,249<br> and 280,117<br> issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 124,893 24,089
Additional paid-in capital 49,371,043 46,125,206
Accumulated deficit (46,675,336 ) (39,001,965 )
Total stockholders’ equity 2,820,600 7,147,330
Total liabilities and stockholders’ equity 17,419,767 $ 23,015,010

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)

Three Months Ended<br><br> September 30, Nine Months Ended <br><br>September 30,
2024 2023 2024 2023
Revenue
Commission income $ 3,441,458 $ 3,275,583 $ 10,757,238 $ 10,410,591
Total revenue 3,441,458 3,275,583 10,757,238 10,410,591
Operating expenses
Commission expense 902,246 796,001 3,065,152 2,708,746
Salaries and wages 1,707,737 1,803,698 5,494,551 5,330,813
General and administrative expenses 821,510 1,068,778 3,188,033 3,031,596
Marketing and advertising expenses 100,183 117,752 304,209 364,184
Change in estimated acquisition earn-out payables - 271,569 47,761 1,291,494
Depreciation and amortization 421,759 652,839 1,425,700 1,962,066
Asset impairments - - 3,922,110 -
Total operating expenses 3,953,435 4,710,637 17,447,516 14,688,899
Loss from operations (511,977 ) (1,435,054 ) (6,690,278 ) (4,278,308 )
Other income (expense)
Interest expense (356,320 ) (386,562 ) (1,091,966 ) (1,126,281 )
Interest (expense) related parties (34,802 ) (32,475 ) (112,936 ) (125,104 )
Interest expense (34,802 ) (32,475 ) (112,936 ) (125,104 )
Other income (expense), net 65,785 (310 ) 65,807 3,650
Recognition and change in fair value of warrant liabilities - 1,715,397 156,000 4,389,120
Total other (expense) income (325,337 ) 1,296,050 (983,095 ) 3,141,385
Loss from continuing operations before tax (837,314 ) (139,004 ) $ (7,673,373 ) (1,136,923 )
Loss from discontinued operations before tax - - - (1,845,904 )
Net loss $ (837,314 ) $ (139,004 ) $ (7,673,373 ) $ (2,982,827 )
Basic loss per share
Continuing operations $ (0.67 ) $ (0.78 ) $ (10.56 ) $ (7.93 )
Discontinued operations $ - $ - $ - $ (12.88 )
Basic loss per share $ (0.67 ) $ (0.78 ) $ (10.56 ) $ (20.81 )
Diluted loss per share
Continuing operations $ (0.67 ) $ (0.78 ) $ (10.56 ) $ (7.93 )
Discontinued operations $ - $ - $ - $ (12.88 )
Diluted loss per share $ (0.67 ) $ (0.78 ) $ (10.56 ) $ (20.81 )
Weighted average number of shares outstanding - Basic 1,252,799 177,733 726,347 143,295
Weighted average number of shares outstanding - Diluted 1,252,799 177,733 726,347 143,295

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)

Common Stock Additional<br> <br>Paid-in Accumulated
Shares Amount capital Deficit Total
Balance, December 31,<br>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
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 
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| --- | | | Common Stock | | | | Additional<br> <br>Paid-in | | | Accumulated | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | Amount | | Capital | | | Deficit | | | Total | | | | Balance, December 31,<br>2022 (Audited) | | 71,740 | $ | 6,170 | $ | 35,896,852 | | $ | (26,991,983 | ) | $ | 8,911,039 | | | Common share payments for earn-outs | | 6,433 | | 553 | | 981,925 | | | - | | | 982,478 | | | Common share payments for related party convertible debt | | 3,926 | | 338 | | 644,662 | | | - | | | 645,000 | | | Common shares issued for reverse stock split round up | | 902 | | 77 | | (4,723 | ) | | - | | | (4,646 | ) | | Common shares issued in 2023 private placement | | 9,120 | | 784 | | 3,445,700 | | | - | | | 3,446,484 | | | Common share-based compensation | | - | | - | | 43,797 | | | - | | | 43,797 | | | Net loss | | - | | - | | - | | | (1,788,538 | ) | | (1,788,538 | ) | | Balance, March 31, 2023 | | 92,121 | $ | 7,922 | $ | 41,008,213 | | $ | (28,780,521 | ) | $ | 12,235,614 | | | Common shares issued for services | | 6,621 | | 570 | | 377,425 | | | - | | | 377,995 | | | Common share payments for earn-outs | | 20,721 | | 1,782 | | 1,431,918 | | | - | | | 1,433,700 | | | Common shares issued for vested stock awards | | 1,307 | | 112 | | (112 | ) | | - | | | - | | | Common share-based compensation | | - | | - | | 35,367 | | | - | | | 35,367 | | | Net loss | | - | | - | | - | | | (1,055,287 | ) | | (1,055,287 | ) | | Balance, June 30, 2023 | | 120,770 | $ | 10,387 | $ | 42,852,810 | | $ | (29,835,808 | ) | $ | 13,027,389 | | | Balance | | 120,770 | $ | 10,387 | $ | 42,852,810 | | $ | (29,835,808 | ) | $ | 13,027,389 | | | Common share payments for earn-outs | | 10,271 | | 883 | | 477,489 | | | - | | | 478,372 | | | Common shares issued for vested stock awards | | 177 | | 15 | | 3,754 | | | - | | | 3,769 | | | Share-based compensation | | - | | - | | 27,779 | | | - | | | 27,779 | | | Common shares issued for services | | 24 | | 2 | | 998 | | | - | | | 1,000 | | | Series B warrant exercise | | 4,310 | | 371 | | 463,279 | | | - | | | 463,650 | | | Net loss | | - | | - | | - | | | (139,004 | ) | | (139,004 | ) | | Balance, September 30, 2023 | | 135,552 | $ | 11,657 | $ | 43,826,110 | | $ | (29,974,812 | ) | $ | 13,862,955 | | | Balance | | 135,552 | $ | 11,657 | $ | 43,826,110 | | $ | (29,974,812 | ) | $ | 13,862,955 | |

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)

NineMonths Ended September 30,
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,673,373 ) $ (2,982,827 )
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation and amortization 1,425,700 1,962,066
Asset impairments 3,922,110 -
Amortization of debt issuance costs and accretion of debt discount 29,974 35,163
Non-cash lease expense (income) 9,194 (4,192 )
Equity based compensation expense 277,121 106,943
Equity based payments to service providers 274,477 289,995
Recognition and change in fair value of warrant liability (156,000 ) (4,389,120 )
Earn-out fair value and write-off adjustments 47,761 1,291,494
Change in operating assets and liabilities:
Accounts receivable 190,690 (196,459 )
Accounts receivable, related parties (1,638 ) (2,786 )
Other receivables (5,050 ) 10,651
Prepaid expense and other current assets (184,602 ) 34,136
Other non-current assets (1,500 ) -
Accounts payable and other accrued liabilities 189,655 48,403
Other payables 7,600 (37,012 )
Net cash used in continuing operating activities (1,647,881 ) (3,833,545 )
Net cash adjustments for discontinued operating activities - 3,816,238
Total net cash used in continuing and discontinued operating<br> activities (1,647,881 ) (17,307 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in NSURE - 900,000
Purchase of property and equipment (19,043 ) (21,206 )
Purchase of intangibles (39,744 ) (160,211 )
Net cash (used in) provided by investing activities (58,787 ) 718,583
Total net cash (used in) provided by investing activities (58,787 ) 718,583
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt (1,027,177 ) (763,840 )
Proceeds from short term financings 199,948 -
Principal repayments of short term financings (149,430 ) (21,923 )
Payments of loans payable, related parties (526,119 ) (954,439 )
Payments of earn-out liabilities - (419,225 )
Payments of convertible debt, related parties - (693,145 )
Proceeds from common shares issued through an at the market offering 2,824,227 -
Private Placement of shares and warrants - 3,446,484
Net cash provided by continuing financing activities $ 1,321,449 $ 593,912
Net cash used in discontinued financing activities - (17,700 )
Total net cash provided by continuing and discontinued financing activities 1,321,449 576,212
Net (decrease) increase in cash and restricted cash (385,219 ) 1,277,488
Cash and restricted cash at beginning of year 2,738,911 1,909,769
Cash and restricted cash at end of year $ 2,353,692 $ 3,187,257

Theaccompanying 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, 2023 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited condensed consolidated financial statements and notes thereto 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, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $2,354,000, current assets were approximately $3,835,000, and current liabilities were approximately $3,404,000. As of September 30, 2024, the Company had working capital of approximately $431,000and stockholders’ equity of approximately $2,821,000. For the nine months ended September 30, 2024, the Company had a loss from operations of approximately $6,690,000and net loss of approximately $7,673,000, which include a non-cash asset impairment loss of approximately $3,922,000. During the first quarter of 2024, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with EF Hutton LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through the Agent, shares of its common stock having an approximate aggregate remaining offering price of up to $902,000 as of the date of filing of this Quarterly Report on Form 10-Q.

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

Useof Estimates

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

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Cashand Restricted Cash

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

SCHEDULE

OF RESTRICTED CASH IN STATEMENT OF CASH FLOW

September 30, 2024 September 30, 2023
Cash $ 925,270 $ 1,777,348
Restricted cash 1,428,422 1,409,909
Total cash and restricted cash $ 2,353,692 $ 3,187,257

FairValue of Financial Instruments

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

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

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

WarrantLiabilities: The Company re-measures fair value of its material Level 3 warrant liabilities at the balance sheet date, or at interim dates as applicable for warrant exercise transactions that may have occurred, using a binomial option pricing model which includes, amongst others, significant unobservable inputs such as, stock price, volatility, term, dividend yield and risk free rate.

The following reconciles fair value of the liability classified warrants:

SCHEDULE

OF RECONCILES FAIR VALUE OF LIABILITY CLASSIFIED WARRANTS

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

Earn-outliabilities: The Company utilizes two valuation methods to value its material Level 3 earn-out liabilities, (a) the income valuation approach, and (b) the Monte Carlo simulation method. Key valuation and unobservable inputs for the income valuation approach include contingent payment arrangement terms, projected revenues and cash flows, rates of return, discount rates and probability assessments. The Monte Carlo simulation method, includes key valuation and unobservable inputs such as, but not limited to, WACC, Volatility, Credit spread, discount rates and stock price.

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

SCHEDULE

OF GAIN OR LOSSES RECOGNIZED FAIR VALUE

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

RevenueRecognition

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

SCHEDULE

OF DISAGGREGATION REVENUE

Disaggregation of revenue
Nine Months Ended September 30, 2024 Medical Life Property and Casualty Total
Three months ended September 30, 2024 $ 2,422,523 $ 46,808 $ 972,127 $ 3,441,458
Three months ended September 30, 2023 2,557,939 30,254 687,390 3,275,583
Nine months ended September 30, 2024 8,095,631 141,811 2,519,145 10,757,238
Nine months ended September 30, 2023 8,376,964 135,857 1,897,770 10,410,591

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

SCHEDULE

OF CONCENTRATIONS OF REVENUES

Three Months Ended September 30,
Insurance Carrier 2024 2023
Priority Health 29 % 44 %
BlueCross BlueShield 17 % 21 % 
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| --- | | | Nine Months Ended September 30, | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Insurance Carrier | 2024 | | | 2023 | | | | Priority Health | | 33 | % | | 37 | % | | BlueCross BlueShield | | 13 | % | | 14 | % | | Insurance Carrier | | 13 | % | | 14 | % |

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and nine months ended September 30, 2024 and 2023. The loss of any significant customer could have a material adverse effect on the Company.

IncomeTaxes

The Company recorded no income tax expense for the three and nine months ended September 30, 2024 and 2023 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of September 30, 2024 and December 31, 2023, the Company provided a full valuation allowance against its net deferred tax assets, since the Company believes it is more likely than not that its deferred tax assets will not be realized.

RecentlyIssued Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements not already disclosed in the Form 10-K.

NOTE

  1. INTANGIBLE ASSETS

During

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

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, 2024:

SCHEDULE

OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

Weighted<br> <br>Average Remaining Amortization<br> <br>Period<br> <br>(Years) Gross<br> <br>Carrying Amount Accumulated<br> <br>Amortization Net Carrying<br> <br>Amount
Trade name and trademarks 2.1 $ 1,808,087 $ (1,548,838 ) $ 259,249
Internally developed software 2.5 1,715,896 (860,348 ) 855,548
Customer relationships 6.0 7,372,290 (2,996,939 ) 4,375,351
Purchased software 1.7 564,396 (563,246 ) 1,150
Video production assets - 50,000 (50,000 ) -
Non-competition agreements 1.6 3,504,810 (3,238,857 ) 265,953
$ 14,965,479 $ (9,208,228 ) $ 5,757,251 
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The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2023:

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

The following table reflects expected amortization expense as of September 30, 2024, for each of the following five years and thereafter:

SCHEDULE

OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

Years Ending December 31, Amortization Expense
2024 (remaining three months) $ 351,688
2025 1,400,808
2026 1,151,983
2027 811,463
2028 720,969
Thereafter 1,320,340
Total $ 5,757,251 
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NOTE

  1. LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-TermDebt

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

SCHEDULE

OF LONG TERM DEBT

December 31, 2023
Oak Street Funding LLC Term Loan 322,789 $ 369,602
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of prime rate plus 2.5%, maturing August 2028, net of deferred financing costs of 8,505 and 10,069 as of September 30, 2024 and December 31, 2023, respectively 322,789 $ 369,602
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of prime rate plus 1.5%, maturing December 2028, net of deferred financing costs of 10,612 and 12,525 as of September 30, 2024, and December 31, 2023, respectively 532,965 604,830
Oak Street Funding LLC Term Loan for the acquisition of SWMN, variable interest of prime rate plus 2.0%, maturing April 2029, net of deferred financing costs of 6,628 and 7,733 as of September 30, 2024 and December 31, 2023, respectively 620,498 695,758
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 26,663 and 31,026 as of September 30, 2024 and December 31, 2023, respectively 1,572,604 1,758,558
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 30,789 and 35,649 as of September 30, 2024 and December 31, 2023, respectively 2,615,859 2,899,409
Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of prime rate plus 2.5%, maturing May 2032, net of deferred financing costs of 160,693 and 176,762 as of September 30, 2024 and December 31, 2023, respectively 5,755,819 6,089,580
Long term debt 11,420,534 12,417,737
Less: current portion (1,532,640 ) (1,390,766 )
Long-term debt 9,887,894 $ 11,026,971

All values are in US Dollars.

SCHEDULE

OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES

Years Ending December 31, Maturities of<br> <br>Long-Term Debt
2024 (remaining three months) $ 369,292
2025 1,572,339
2026 1,742,193
2027 1,930,413
2028 2,101,757
Thereafter 3,948,430
Total 11,664,424
Less: debt issuance costs (243,890 )
Total $ 11,420,534 
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Short-TermFinancings

The

Company has various short-term notes payable for financed items such as insurance premiums. These are normally paid in equal installments over a period of twelve months or less and carry interest rates of 7.5% and 11.95% per annum. As of September 30, 2024, and December 31, 2023, balances outstanding on short-term financings were $106,715 and $56,197, respectively.

NOTE

  1. WARRANT LIABILITIES

SeriesB Warrants and PAW’s

On

June 18, 2024, the holder of the remaining Series B Warrants exercised all their remaining 50,980

warrants via cashless exercises, thereby acquiring

39,569

shares of Common stock. The Series B Warrants

effective exercise price per share as of the date of the exercises was $3.91 .

For

the three and nine months ended September 30, 2024, net fair value gains and losses recognized for the Series B Warrants and PAW’s, were gains of $0 and $156,000, respectively, whereas for the three and nine months ended September 30, 2023, net fair value gains and losses recognized were gains of $1,715,397 and $4,389,120 respectively, presented in the recognition and change in fair value of warrant liabilities account in the unaudited consolidated statements of operations.

As

of September 30, 2024, there were 0 and 959 Series B Warrants and PAW’s outstanding respectively, with respective fair values of $0 and $326, presented in the warrant liability account on the condensed consolidated balance sheets. As of December 31, 2023, there were 866,667 and 16,303 Series B Warrants and PAW’s outstanding, with respective fair values of $268,667 and $326, presented in the warrant liability account on the unaudited condensed consolidated balance sheets.

NOTE

  1. EQUITY

CommonStock

The

Company is authorized to issue 117,647,059 shares of common stock, $0.086 par value (the “Common Stock”). Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the Company upon liquidation or dissolution.

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

During

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

During

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

During

the third quarter of 2024, the Company issued 247,418 shares through its ATM program and 57,454 shares for equity-based compensation.

As

of September 30, 2024, and December 31, 2023, there were 1,452,249 and 280,117 shares of common stock outstanding, respectively.

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AbeyanceShares

During

the nine months ended September 30, 2024, upon request from an institutional investor, the Company converted 102,016 abeyance shares into common stock, thereby issuing 102,016 common shares, resulting in no further outstanding abeyance shares as of September 30, 2024.

SeriesG Warrants

Pursuant

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

AtMarket Program (the “ATM”)

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

During

the nine months ended September 30, 2024, the Company sold and issued respectively, 658,088 and 561,131

shares of common stock under the ATM Agreement,

at an average price of $4.57

,

receiving proceeds, net of $176,509

in agent commissions and legal and other fees,

of $2,824,227 .

Subsequent to the third quarter of 2024,

the Company sold an additional 16,256 shares of Common Stock under the ATM Agreement, receiving proceeds, net of $1,493 agent commissions and fees of $34,877, resulting in net remaining ATM Capacity of $902,000 as of November 7, 2024.

Equity-basedCompensation

Total

stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2024, and 2023 was $12,790

and $27,779

,

respectively. Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024, and 2023 was $277,121 and $

106,943,

respectively.

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 continuing operations:

SCHEDULE

OF CALCULATIONS OF BASIC AND DILUTED EPS

Three Months Ended Three Months Ended
September 30, 2024 September 30, 2023
Loss from continuing operations $ (837,314 ) $ (139,004 )
Net loss continuing operations, numerator, basic computation (837,314 ) $ (139,004 )
Recognition and change in fair value of warrant liabilities - -
Net loss from continuing operations, numerator, diluted computation $ (837,314 ) $ (139,004 )
Weighted average common shares, basic 1,252,799 177,733
Effect of Series B Warrants - -
Weighted average common shares, dilutive 1,252,799 177,733
Loss per common share – basic $ (0.67 ) $ (0.78 )
Loss per common share – diluted $ (0.67 ) $ (0.78 )
Nine Months Ended Nine Months Ended
--- --- --- --- --- --- ---
September 30, 2024 September 30, 2023
Loss from continuing operations $ (7,673,373 ) $ (1,136,922 )
Net Loss continuing operations, numerator, basic computation (7,673,373 ) $ (1,136,922 )
Recognition and change in fair value of warrant liabilities - -
Net loss from continuing operations, numerator, diluted computation $ (7,673,373 ) $ (1,136,922 )
Weighted average common shares, basic 726,347 143,295
Effect of Series B Warrants - -
Weighted average common shares, dilutive 726,347 143,295
Loss per common share – basic $ (10.56 ) $ (7.93 )
Loss per common share – diluted $ (10.56 ) $ (7.93 )

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

SCHEDULE

OF DILUTIVE NET LOSS PER COMMON SHARE

For<br> the Three and Nine Months Ended
September<br> 30, 2024 September<br> 30, 2023
Shares<br> subject to outstanding common stock options 50 606
Shares<br> subject to outstanding Series A warrants 6,647 6,647
Shares<br> subject to outstanding Series B warrants - 69,586
Shares<br> subject to outstanding Series E warrants - 52,211
Shares<br> subject to outstanding PAW’s 959 -
Shares<br> subject to outstanding Series F warrants - 123,839
Shares<br> subject to PA Warrants 3,096 3,096
Shares<br> subject to unvested stock awards 52 339 
| 16 |

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NOTE

  1. LEASES

Operating

lease expense for the three months ended September 30, 2024, and 2023 was $105,415 and $123,508, respectively. Operating lease expense for the nine months ended September 30, 2024, and 2023 was $312,444 and $362,804, respectively. As of September 30, 2024, the weighted average remaining lease term and weighted average discount rate for the operating leases were 4.90 years and 8.47%, respectively.

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

SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENT

Fiscal year ending December 31, Operating Lease Obligations
2024 (remaining three months) $ 321,450
2025 250,259
2026 228,209
2027 181,305
2028 111,185
Thereafter 159,715
Total undiscounted operating lease payments 1,252,123
Less: Imputed interest 237,045
Present value of operating lease liabilities $ 1,015,078

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, 2024, and December 31, 2023. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time has been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

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Earn-outliabilities

The

Company, Southwestern Montana Insurance Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center, Inc., a Montana corporation (the “Seller”), and Julie A. Blockey (the “Holder”, and collectively with the Company, Subsidiary, and Seller, the “Parties”) entered into a purchase agreement on or around April 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On September 29, 2023, the Parties entered into a first amendment to the Purchase Agreement (the “First Amendment”). Pursuant to the First Amendment, the Parties agreed to a total remaining earn-out related balance of $500,000

owed under the Purchase Agreement. In satisfaction

of such remaining balance, the Company agreed to issue 10,272

shares of the Company’s restricted common

stock, par value $0.086

per share (the “Common Stock”), to

the Holder. The First Amendment also stated that if the Nasdaq official closing price of the Common Stock is less than $41.31 on March 29, 2024 (the “Calculation Date”), then a determination of the Make-Up Amount (as defined herein) will be made. The “Make-Up Amount” means $425,000 minus the Blockey Shares Value (10,272 multiplied by the Nasdaq official closing price of the Common Stock on the Calculation Date).

The

First Amendment further stated that the Company shall pay the Make-Up Amount with a combination of cash and Company shares. Accordingly, on the Calculation Date, a total Make-Up Amount of $367,496

was determined, and as agreed upon by the Parties,

was paid, $190,000

in cash, and the remaining balance via the issuance

of 30,029 share of Common Stock.

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

SCHEDULE

OF EARN-OUT LIABILITY

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

DefinitiveAcquisition Agreements

On May 14, 2024, and as amended on September 6, 2024, the Company entered into a Stock Exchange Agreement (the “Stock Exchange

Agreement”) to acquire Spetner Associates (“Spetner”). Pursuant to the Stock Exchange Agreement, the Company agreed to: (i) acquire 80% of the issued and outstanding shares of common stock, par value $1.00 per share, of Spetner (the “Spetner Common Stock”) for $13,714,286 (which amount was to be paid as $5,500,000 in cash, the issuance of certain shares of the Company’s Common Stock, and the Company’s issuance of certain promissory notes); and (ii) have the sole option to acquire the remaining 20% of Spetner common stock for a predetermined amount based on a multiple of EBITDA.

On October 29, 2024, the Company entered into Amendment

No. 1 (the “Amendment”) to the Stock Exchange Agreement. Pursuant to the Amendment, the Company issued to the sellers of Spetner, 140,064 shares of Common Stock, as a non-refundable deposit and a prepayment of a portion of the First Purchase Price (as defined in the Stock Exchange Agreement), in the approximate amount of $329,431.

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NOTE

  1. RELATED PARTY TRANSACTIONS

The following table summarizes the loans payable, related parties current and non-current accounts, as of the periods ended September 30, 2024 and December 31, 2023, and the interest expense related parties account for the three and nine-month periods ended September 30, 2024 and September 30, 2023, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively:

SCHEDULE

OF LOANS PAYABLE TO RELATED PARTIES

Related Parties Payable Interest Expense, Related Parties
Current Portion Long Term Portion for the Three <br><br>Months Ended for the Nine<br><br> Months Ended
Related Party September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Payables to Employees $ 3,112 $ 25,708 $ - $ - $ 1,152 $ 6,085 $ 3,458 $ 9,544
Deferred Purchase Price Liability 267,169 233,504 40,413 247,055 14,855 26,390 52,022 115,560
Purchase Agreement Liability 202,679 195,741 502,990 650,475 18,795 - 57,455 -
Total $ 472,960 $ 454,953 $ 543,403 $ 897,530 34,802 $ 32,475 $ 112,935 $ 125,104 
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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

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

In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.

As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of September 30, 2024, 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. To that end, on May 14, 2024, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) to acquire Spetner Associates (“Spetner”), a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Pursuant to the Stock Exchange Agreement, the Company agreed to: (i) acquire 80% of Spetner’s issued and outstanding shares of common stock, par value $1.00 per share (the “Spetner Common Stock”) for $13,714,286 (which amount was to be paid as $5,500,000 in cash, the issuance of certain shares of the Company’s common stock, and the Company’s issuance of a promissory note); and (ii) have the sole option to acquire the remaining 20% of the Spetner Common Stock for a predetermined amount based on a multiple of EBITDA

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

With the acquisition of Barra, we launched RELI Exchange, our business-to-business (“B2B”) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 130%.

BusinessOperations

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

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BusinessTrends and Uncertainties

The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.

FinancialInstruments

During the nine months ended September 30, 2024, the Company’s financial instruments consisted of derivative warrants. These were accounted for at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, (non-cash) gain or loss. As of June 18, 2024, the majority of the derivative warrants were exercised and as of September 30, 2024 only a nominal immaterial amount remain outstanding.

InsuranceOperations

Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure. The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines.

InsuranceAcquisitions and Strategic Activities

As of September 30, 2024, we have acquired multiple insurance brokerages (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry. In furtherance of this strategy, on May 14, 2024, the Company entered into a Stock Exchange Agreement to acquire Spetner Associates (“Spetner”) for cash, stock and issuance of a promissory note. Spetner is a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. Completion of the transaction is subject to standard and stipulated closing.

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---
--- --- --- --- ---
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 Solutions, 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 and Health Insurance

RecentDevelopments

ReverseStock Split

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

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Non-GAAPMeasure

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

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

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

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

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Resultsof Operations

RELIANCE

GLOBAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS ANALYTICS

Comparison

of the three months ended September 30, 2024 to the three months ended September 30, 2023

September 30, 2024 September 30, 2023 Value Fluctuation Percent Fluctuation Explanations
Commission Income $ 3,441,458 $ 3,275,583 $ 165,875 5 % Increased commission income primarily driven by sustained organic growth.
Commission Expense (“CE”) 902,246 796,001 106,245 13 % Increased CE correlated to growth in revenues.
Salaries and wages (“S&W”) 1,707,737 1,803,698 (95,961 ) -5 % Decreased S&W’s per OneFirm efficiencies and overall leaner operations.
General and administrative expenses (“G&A”) 821,510 1,068,778 (247,268 ) -23 % Decreased G&A driven by OneFirm efficiencies and overall leaner operations.
Marketing and advertising expenses (“M&A”) 100,183 117,752 (17,569 ) -15 % M&A decrease consistent with Company’s current marketing strategy.
Change in estimated acquisition earn-out payables - 271,569 (271,569 ) -100 % Decrease pursuant to the settlement of all earn-out payables.
Depreciation and amortization (“D&A”) 421,759 652,839 (231,080 ) -35 % Decrease due to impaired intangible assets no longer incurring D&A.
Total operating expenses 3,953,435 4,710,637 (757,202 ) -16 %
-
Loss from operations (511,977 ) (1,435,054 ) 923,077 -64 %
-
Other income (expense) -
Interest expense (356,320 ) (386,562 ) 30,242 -8 % Decrease per periodic paydowns on loan balances
Interest related parties (34,802 ) (32,475 ) (2,327 ) 7 % Increase per additions to related party payables.
Other income (expense), net 65,785 (310 ) 66,095 -21,321 % Increased other income relates primarily to certain non-recurring sales of accounts.
Recognition and change in fair value of warrant liabilities - 1,715,397 (1,715,397 ) -100 % Fluctuation per fair value changes in derivative warrant liabilities and warrants exercised.
Total other (expense) income (325,337 ) 1,296,050 (1,621,387 ) -125 %
Net income (loss) $ (837,314 ) $ (139,004 ) (698,310 ) 502 %
Non-GAAP Measure
AEBITDA $ 42,508 (200,602 ) 243,111 121 % 
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| --- |

RELIANCE

GLOBAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS ANALYTICS

Comparison

of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

September 30, 2024 September 30, 2023 Value Fluctuation Percent Fluctuation Explanations
Commission Income $ 10,757,238 $ 10,410,591 $ 346,647 3 % Increased commission income primarily driven by sustained organic growth.
Commission Expense 3,065,152 2,708,746 356,406 13 % Increased CE correlated to growth in revenues.
Salaries and wages 5,494,551 5,330,813 163,738 3 % Increased S&W primarily impacted by equity-based pay.
General and administrative expenses 3,188,033 3,031,596 156,437 5 % Increased G&A driven by higher acquisition & legal costs related to M&A activity and regulatory filings.
Marketing and advertising expenses 304,209 364,184 (59,975 ) -16 % M&A decrease consistent with Company’s current marketing strategy
Change in estimated acquisition earn-out payables 47,761 1,291,494 (1,243,733 ) -96 % Decrease pursuant to the settlement of the majority of earn-out payables.
Depreciation and amortization 1,425,700 1,962,066 (536,366 ) -27 % Decrease due to impaired intangible assets no longer incurring D&A.
Asset impairment 3,922,110 - 3,922,110 100 % Increase due to impairment of certain intangible assets.
Total operating expenses 17,447,516 14,688,899 2,758,617 19 %
-
Loss from operations (6,690,278 ) (4,278,308 ) (2,411,970 ) 56 %
-
Other income (expense) -
Interest expense (1,091,966 ) (1,126,281 ) 34,315 -3 % Decrease per periodic paydowns on loan balances
Interest related parties (112,936 ) (125,104 ) 12,168 -10 % Decrease per periodic paydowns on loan balances
Other income, net 65,807 3,650 62,157 1,703 % Increased other income relates primarily to certain non-recurring sales of accounts.
Recognition and change in fair value of warrant liabilities 156,000 4,389,120 (4,233,120 ) -96 % Fluctuation per fair value changes in derivative warrant liabilities.
Total other (expense) income (983,095 ) 3,141,385 (4,124,480 ) -131 %
Loss from continuing operations before tax (7,673,373 ) (1,136,923 ) (6,536,450 ) 575 %
Loss from discontinued operations before tax - (1,845,904 ) 1,845,904 -100 % Discontinued operations did not re-occur during 2024.
Net loss $ (7,673,373 ) $ (2,982,827 ) (4,690,546 ) 157 %
Non-GAAP Measure
AEBITDA $ (209,114 ) (467,635 ) 258,521 55 % 
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Non-GAAPReconciliation from Net Loss to AEBITDA

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

Three Months Ended<br> <br>September 30, Nine Months Ended<br> <br>September 30,
2024 2023 2024 2023
Net loss $ (837,314 ) $ (139,004 ) $ (7,673,373 ) $ (2,982,827 )
Adjustments:
Interest<br> and related party interest expense 391,122 419,037 1,204,902 1,251,385
Depreciation<br> and amortization 421,759 652,839 1,425,700 1,962,066
Asset<br> impairment - - 3,922,110 -
Share-based<br> compensation to employees, directors and service providers 62,790 201,181 551,598 396,938
Change<br> in estimated acquisition earn-out payables - 271,569 47,761 1,291,494
Other<br> (income) expense, net (65,785 ) 310 (65,807 ) (3,650 )
Transactional<br> costs 21,813 97,700 394,909 101,500
Nonrecurring<br> costs 48,124 11,162 139,087 58,675
Recognition<br> and change in fair value of warrant liabilities - (1,715,397 ) (156,000 ) (4,389,120 )
(Income)<br> loss from discontinued operations before tax - - - 1,845,904
Total adjustments 879,822 (61,598 ) 7,464,259 2,515,192
AEBITDA $ 42,508 $ (200,602 ) $ (209,114 ) $ (467,635 )

Liquidityand capital resources

As of September 30, 2024, we had a cash balance of approximately $2,354,000 and working capital of approximately $431,000, compared with a cash balance of approximately $2,739,000 and working capital of approximately $1,189,000 at December 31, 2023. During the first quarter of 2024, the Company entered into an At Market Issuance Sales Agreement with EF Hutton LLC as sales agent (the “ATM Agreement”), pursuant to which the Company may offer and sell, from time to time through the sales agent, shares of its common stock having an aggregate offering price as determined by the then in effect prospectus supplement to the base prospectus included in the registration statement (the “ATM Capacity”).

During the nine months ended September 30, 2024, the Company sold and issued respectively 658,088 and 561,131 shares of common stock under the ATM Agreement, at an average price of $4.56, receiving aggregate proceeds, net of $176,509 in agent commissions and legal and other fees, of $2,824,227. As of the date of filing of this Quarterly Report on Form 10-Q, the net remaining ATM Capacity was $902,000.

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, 2024.

CashFlows

Nine Months Ended September 30,
2024 2023
Net cash used in continuing operating activities $ (1,647,881 ) $ (3,833,545 )
Net cash used in continuing and discontinued operating activities (1,647,881 ) (17,307 )
Net cash (used in) provided by continuing and discontinued investing activities (58,787 ) 718,583
Net cash provided by continuing financing activities 1,321,449 593,912
Net cash provided by continuing and discontinued financing activities 1,321,449 576,212
Net (decrease) increase in cash, and restricted cash (385,219 ) 1,277,488

OperatingActivities

Net cash used in continuing operating activities for the nine months ended September 30, 2024, was approximately $1,648,000, compared to net cash flows used in continuing operating activities of approximately $3,833,545 for the nine months ended September 30, 2023. The cash used includes a net loss of approximately $7,673,000, decreased by approximate non-cash adjustments of $5,830,000 related to asset impairments of approximately $3,922,000, gain from recognition and change in fair value of warrant liabilities of approximately $156,000, depreciation and amortization of approximately $1,426,000, other adjustments totaling approximately $639,000, as well as a net increase in cash due to changes of net working capital items of approximately $195,000.

InvestingActivities

During the nine months ended September 30, 2024, cash flows used in continuing and discontinued investing activities approximated $59,000 compared to cash flows provided by continuing and discontinued investing activities of approximately $719,000 for the nine months ended September 30, 2023. The cash used during the nine months ended September 30, 2024 is primarily related to the purchase of fixed tangible and intangible assets.

FinancingActivities

During the nine months ended September 30, 2024, approximate cash provided by continuing and discontinued financing activities was $1.3 million, as compared to approximately $576,000 for the nine months ended September 30, 2023. Net cash provided in financing activities during the nine months ended September 30, 2024, relates to proceeds from common shares issued pursuant to the ATM Agreement totaling approximately $2,824,000, offset by net debt principal, net short-term financings, and related party payables repayments and/or drawdowns of approximately $1,503,000.

SignificantAccounting Policies and Estimates

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Conditionand Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2023.

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

Changesin Internal Control over Financial Reporting

During fiscal year 2024, the Company revised its internal controls over its goodwill evaluation process to ensure that any testing performed at interim dates are rolled forward to the reporting date of the relevant financial statements. Aside from the foregoing, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2024. Litigation relating to the insurance brokerage industry is not uncommon. As such we, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

Item1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should consider carefully the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2023, 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, 2023, as updated from time to time.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item3. Defaults Upon Senior Securities.

Not applicable.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

(a) None.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

(c) During the quarter ended September 30, 2024, no director or officer adopted or terminated: (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K

Item6. Exhibits

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

Exhibit No. Description
10.1 Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan S. Spetner, Agudath Israel of America, and Spetner Associates, Inc., dated as of September 6, 2024. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2024).
10.2 2024 Omnibus Incentive Plan (incorporated by reference to Appendix I to the registrant’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2024).
10.3 Amendment No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as of October 29, 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2024).
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
101.INS* Inline<br> XBRL Instance Document
101.CAL* Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH* Inline<br> XBRL Taxonomy Extension Schema Document
101.DEF* Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline<br> XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover<br> Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

*Filed herewith

**Furnished herewith

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SIGNATURES

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

Reliance Global Group, Inc.
Date:<br> November 7, 2024 By: /s/ Ezra Beyman
Ezra<br> Beyman
Chief<br> Executive Officer
(principal<br> executive officer)
Date:<br> November 7, 2024 By: /s/ Joel Markovits
Joel<br> Markovits
Chief<br> Financial Officer
(principal<br> financial officer and principal accounting officer) 
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Exhibit31.1

CERTIFICATIONS

I, Ezra Beyman, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b) Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> November 7, 2024 By: /s/ Ezra Beyman
--- --- ---
Ezra<br> Beyman
Chief<br> Executive Officer (Principal Executive Officer)

Exhibit31.2

CERTIFICATIONS

I, Joel Markovits, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

(a) All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b) Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 7, 2024 By: /s/ Joel Markovits
--- --- ---
Joel<br> Markovits
Chief<br> Financial Officer
(Principal<br> Financial Officer)

Exhibit32.1

Certification

Pursuantto Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections(A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

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

The Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> November 7, 2024 By: /s/ Ezra Beyman
Ezra<br> Beyman
Chief<br> Executive Officer (Principal Executive Officer)
Date:<br> November 7, 2024 By: /s/ Joel Markovits
Joel<br> Markovits
Chief<br> Financial Officer
(Principal<br> Financial Officer)

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