Reliance Global Group Enters Market Offering Agreement for Up to $2.03M Common Stock Sale

Reliance Global Group has entered into an At The Market Offering Agreement with H.C. Wainwright & Co., allowing the company to sell up to $2,026,453 of its common stock through the agent. The agreement grants Wainwright a right of first refusal for future financial advisory roles and involves sales through Nasdaq or other markets. The company's financial health remains challenging, with high leverage and negative cash flows. Despite strategic initiatives, the overall risk profile remains high.

Reliance Global Group, Inc. has entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, allowing the company to sell up to $2,026,453 of its common stock through the agent. The agreement grants Wainwright a right of first refusal for future financial advisory roles and involves sales through Nasdaq or other markets. The company's financial health remains challenging, with high leverage and negative cash flows. Despite strategic initiatives, the overall risk profile remains high.

The offering is subject to certain conditions and restrictions, including the requirement that the company may not sell securities pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of its common stock held by non-affiliates in any twelve-month period, so long as that aggregate market value remains below $75,000,000. As of August 6, 2025, the company's public float was $11,265,827 based on 613,325 shares held by non-affiliates, with one-third of this public float being $3,755,276. During the twelve calendar months prior to and including the date of this prospectus supplement, the company has sold 787,501 shares under Instruction I.B.6 for aggregate gross proceeds of $1,728,822. Accordingly, under this prospectus supplement, the company may sell up to an additional $2,026,454 of its common stock pursuant to Instruction I.B.6 [2].

The agreement also includes a fixed commission rate equal to 3.0% of the gross sales price per share sold under the ATM Agreement, and the company has agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act. The company has also agreed to reimburse certain expenses of Wainwright in connection with the offering.

Reliance Global Group, Inc. is a Florida corporation with a focus on employee benefits solutions, commercial coverage, and insurance services. The company's financial health remains a concern, with high leverage and negative cash flows, but it has taken steps to address these issues through strategic initiatives. The company's overall risk profile remains high, and investors should carefully consider the risks described in the prospectus supplement before making a decision to invest in the company's common stock.

References:
[1] https://www.stocktitan.net/sec-filings/RELIW/424b5-reliance-global-group-inc-series-a-warrants-prospectus-suppleme-a4e0a4f3f6e0.html
[2] https://www.stocktitan.net/sec-filings/RELIW/424b5-reliance-global-group-inc-series-a-warrants-prospectus-suppleme-a4e0a4f3f6e0.html