S-1: Reliance Global Group Files S-1 for $10M Equity Line of Credit

Sentiment:

Registration Statement 27 August 2025 5:29 PM

📋All filings for Reliance Global Group, INC

Reliance Global Group, Inc. filed an S-1 registration statement for the resale of up to 11,407,273 shares of common stock, primarily tied to a new $10 million equity line of credit with White Lion Capital, LLC.

Capital raiseEntered into a Common Stock Purchase Agreement with White Lion Capital, LLC for an equity line of credit (ELOC) of up to $10 million.The company may sell up to 11,294,330 shares to White Lion under the ELOC, plus 112,943 commitment shares.The per-share purchase price for White Lion will be the lowest traded price during a three-hour valuation period.Issuances are subject to a 19.99% Exchange Cap (unless stockholder approval or average price paid >= $0.9196) and a 4.99% beneficial ownership limitation (can be increased to 9.99%).Also has an At-The-Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC to sell up to $2,026,453 shares of common stock.Proceeds from sales to White Lion will be used for working capital, debt payments, capital investments, and general corporate purposes.

Summary

Registered up to 11,407,273 shares of common stock for resale by White Lion Capital, LLC, which includes 11,294,330 shares from a potential $10 million equity line of credit (ELOC) and 112,943 commitment shares.
Will not receive any proceeds from White Lion's resale of shares, but may receive up to $10 million in aggregate gross proceeds from its own sales of shares to White Lion under the ELOC.
The actual number of shares issued and the purchase price per share under the ELOC will vary based on the market price of common stock at the time of sale.
The 11,407,273 shares registered for resale constitute approximately 248% of the outstanding common stock as of August 27, 2025, indicating significant potential dilution.
Proceeds from sales to White Lion, if any, are designated for working capital, debt payments, capital investments, and general corporate purposes.
Also has an At-The-Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC to sell up to $2,026,453 shares of common stock, with a 3.0% commission to Wainwright.
The company has a history of reverse stock splits, including 1-for-15 in February 2023 and 1-for-17 in July 2024, and recently regained compliance with Nasdaq's minimum bid price requirement in July 2024.

Sentiment

Score: 4

Explanation: While securing an ELOC provides a potential capital source, the significant potential for dilution (248% of outstanding shares) and the downward pressure on stock price from resales, coupled with past reverse stock splits and Nasdaq compliance issues, indicate a challenging financial position and high risk for existing shareholders. The capital is needed for general corporate purposes, suggesting ongoing operational needs rather than specific growth initiatives.

Positives

Secured an equity line of credit for up to $10 million, providing a potential source of capital for working capital, debt payments, capital investments, and general corporate purposes.
The ELOC offers flexibility as the company can elect, at its sole discretion, when and how many shares to sell to White Lion.
An existing At-The-Market (ATM) offering for up to $2,026,453 shares provides another avenue for capital.

Negatives

Significant potential for dilution: the 11,407,273 shares registered for resale represent approximately 248% of the outstanding common stock as of August 27, 2025.
Sales by White Lion Capital could exert substantial downward pressure on the stock price and increase volatility.
Commitment shares (112,943 shares) result in dilution without providing cash proceeds to the company.
Ability to draw on the ELOC is subject to various conditions, including market conditions, trading volume limits, a 19.99% Exchange Cap (unless certain conditions are met), and a 4.99% beneficial ownership limitation (can be increased to 9.99%).
May need to file additional registration statements if market prices decline or more shares are needed to access the full $10 million commitment, which may not be timely or effective.
Risk of delisting from Nasdaq if continued listing requirements (e.g., minimum bid price) are not met, which would severely impact liquidity and capital access.
The company has a history of reverse stock splits (1-for-15 in February 2023, 1-for-17 in July 2024), indicating past struggles with maintaining share price.

Risks

Need to raise additional capital, which may not be available on acceptable terms or at all.
Ability to maintain Nasdaq listing; previously received a notice for not meeting minimum bid price, regained compliance, but no assurance of future compliance.
Volatility in the price of securities due to changes in capital markets, industry, or capital structure.
Ability to execute on acquisition strategy and integrate acquired businesses successfully.
Ability to retain key personnel and effectively manage growth.
Risk that the company and its agency partners are unable to generate expected revenues or margins.
Risks associated with the insurance brokerage industry, including carrier concentration, regulation, competition, and cyclicality.
Impact of economic conditions, inflation, and interest rate trends on operations and customer demand.
Potential disruptions due to cybersecurity incidents or system failures.
Risks associated with legal proceedings and compliance obligations.
Sales under the White Lion Purchase Agreement are at the company's discretion and depend on market conditions and other factors, as well as contractual limits, potentially limiting access to the full commitment.
Issuances under the White Lion Purchase Agreement will cause dilution, and commitment shares dilute without cash proceeds.
Resales by White Lion Capital could exert downward pressure on the stock price.
The Exchange Cap (19.99% of outstanding Common Stock as of August 26, 2025, unless stockholder approval or an exception applies) and beneficial ownership limitation (4.99%, or 9.99% with 61 days notice) may materially limit the ability to draw on the ELOC.
The company will receive proceeds only from its sales to White Lion, not from White Lion's resales.
Ability to use the ELOC depends on satisfying ongoing conditions (e.g., effective registration statement, no trading suspension, DWAC-eligible).
Need to file additional registration statements to fully utilize the ELOC if market prices decline or more shares are needed, which may not be timely or effective.
Future issuances and/or resales could depress stock price and impair ability to raise additional capital.
Trading-volume and daily-volume limits may constrain the size and timing of sales under the ELOC.
Delisting from Nasdaq or trading halts would prevent use of the ELOC.
Management has broad discretion in the use of proceeds, which may not align with investor expectations or improve results.
Sale or availability for sale of shares may depress stock price, dilute existing stockholders, and encourage short sales.

Future Outlook

The company plans to focus on the expansion and growth of its business through continued asset acquisitions in insurance markets and organic growth of current insurance operations through geographic expansion and market share growth over the next 12 months. It also aims to conduct all transactions and acquisitions through its direct operations long-term.

Management Comments

Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies.
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.
We continue to survey the current insurance market for value-add acquisition opportunities.
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.

Industry Context

The company operates in the insurance market, including Insurtech with its 5MinuteInsure.com (B2C) and RELI Exchange (B2B) platforms. It pursues an aggressive acquisition strategy in wholesale and retail insurance agencies, aiming to expand nationally and optimize operations. The Insurtech platforms leverage advanced artificial intelligence and data mining techniques to provide competitive insurance quotes, tapping into the growing online shopper segment and building an agency partner network.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Regulatory Compliance	Subject to Florida's anti-takeover provisions (Sections 607.0901 and 607.0902 of the FBCA), which can make certain business combinations or control share acquisitions more difficult without specific approvals.	N/A	Increases difficulty for hostile takeovers, potentially entrenching current management and board.
Bylaw Provision	Special meetings of shareholders may be called by the board of directors, or at the request in writing by shareholders of record owning at least 10% of all the stockholders entitled to vote.	N/A	Provides a mechanism for significant shareholders to call special meetings, but requires a substantial ownership threshold.
Bylaw Provision	Bylaws do not include a provision for cumulative voting in the election of directors.	N/A	Limits the ability of minority shareholders to elect directors, potentially concentrating power with majority shareholders.
Capital Structure	Authorized capital stock includes 2,000,000,000 common shares and 750,000,000 preferred shares, available for future issuance without further stockholder approval (subject to Nasdaq rules).	N/A	Provides the board with flexibility to issue shares for various corporate purposes, including capital raises or acquisitions, but also could be used to deter hostile takeovers or dilute voting power of existing common stockholders.

Legal Proceedings

Risks associated with legal proceedings and compliance obligations are listed as a general risk factor.

Related Party Transactions

Reliance Global Holdings, LLC, a related party, purchased a controlling interest in the company in September 2018.
Revolving Credit Facility Agreement and Revolving Note dated March 5, 2025, and Amendment No. 1 dated June 24, 2025, with YES Americana Group, LLC.

Stakeholder Impact

Shareholders face significant potential for dilution (up to 248% of current outstanding shares) and downward pressure on stock price due to resales by White Lion Capital, increasing investment risk and volatility.
The company gains access to up to $10 million in capital, which is crucial for funding working capital, debt payments, capital investments, and general corporate purposes, supporting continued operations and growth strategy.
White Lion Capital has the opportunity to acquire shares at a discount to market price during valuation periods and resell them for a profit.
Employees and management may benefit from continued operations and growth if the capital is effectively utilized, with equity incentive plans in place to align interests.

Next Steps

File further amendments to the registration statement as necessary to delay its effective date or specifically state its effectiveness.
Potentially issue and sell shares to White Lion Capital under the ELOC, subject to market conditions and contractual limits.
White Lion Capital may resell the registered shares from time to time.
Continue to survey the current insurance market for value-add acquisition opportunities.
Focus on the expansion and growth of the business through continued asset acquisitions in insurance markets and organic growth of current insurance operations through geographic expansion and market share growth over the next 12 months.
Potentially file additional registration statements if more shares are needed to access the full ELOC commitment.

Key Dates

Date	Description
2013-08-02	Company incorporated in Florida as Ethos Media Network, Inc.
2018-09	Reliance Holdings purchased a controlling interest in the Company.
2018-10-18	Ethos Media Network, Inc. renamed Reliance Global Group, Inc.
2019	Reliance Global Group Inc. 2019 Equity Incentive Plan adopted.
2021-05-01	New issuance of 59 Common shares to Joshua Kushenreit for acquisition.
2021-11-05	New issuance of 46 Common shares to Reliance Global Holdings, LLC for conversion of preferred shares.
2021-01-03	New issuance of 59 Common shares to Warberg for exercise of Series A warrants.
2021-01-04	New issuance of 941 Common shares to Clear Street LLC for exercise of Series A warrants.
2021-01-05	New issuance of 235 Common shares to Clear Street LLC for exercise of Series A warrants.
2021-01-05	New issuance of 10,747 Common shares, 9,076 Preferred shares, and 651,997 Series B Warrants to Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd. for cash.
2021-01-10	New issuance of 2,377 Common shares to Pagidem, LLC for acquisition.
2021-01-18	New issuance of 235 Common shares to Clear Street LLC and Warberg for exercise of Series A warrants.
2021-03-22	Cancellation of 12,851 Common shares from Hudson Bay Master Fund Ltd., Pagidem, LLC and Armistice Capital Master Fund, Ltd. for exchange of common shares for series C warrants.
2021-05-24	New issuance of 5,237 Common shares to Hudson Bay Master Fund Ltd. for exercise of Series C warrants.
2021-05-24	New issuance of 2,377 Common shares to Pagidem, LLC for exercise of Series C warrants.
2021-06-14	New issuance of 5,237 Common shares to Armistice Capital Master Fund, Ltd. for exercise of Series C warrants.
2021-08-04	New issuance of 7,228 Common shares to Armistice Capital Master Fund, Ltd. for conversion of preferred shares.
2021-08-15	New issuance of 1,676 Common shares to Hudson Bay Master Fund Ltd. for exercise of Series D warrants.
2021-08-18	New issuance of 3,113 Common shares to Armistice Capital Master Fund, Ltd. for exercise of Series D warrants.
2021-08-24	New issuance of 1,475 Common shares to Hudson Bay Master Fund Ltd. for conversion of preferred shares.
2021-12-31	All Series A Convertible Preferred Stock converted into shares of common stock.
2022-01	Company issued 9,076 shares of Series B Convertible Preferred Stock through Private Placement.
2022-08	All 9,076 Series B Convertible Preferred Stock converted into 8,702 shares of common stock.
2023-01-05	New issuance of 5,457 Common shares to Altruis Benefits Consulting, Inc. for acquisition.
2023-01-17	New issuance of 976 Common shares to Joshua Paul Kushnereit for acquisition.
2023-02-13	New issuance of 3,926 Common shares to Americana Group, LLC for conversion.
2023-02-23	Implemented a 1-for-15 reverse stock split of authorized and issued and outstanding common stock.
2023-03-16	New issuance of 9,120 Common shares, 52,800 Prefunded (Series E) Warrants, and 123,839 Common (Series F) Warrants to Armistice Capital Master Fund, Ltd. for cash.
2023-04-03	New issuance of 3,824 Common shares to New To The Street Services.
2023-05-18	New issuance of 10,361 Common shares to Jonathan Fortman for acquisition.
2023-05-18	New issuance of 10,361 Common shares to Zachary Fortman for acquisition.
2023-06-06	New issuance of 1,763 Common shares to Maxim Partners LLC for services.
2023-06-20	New issuance of 26 Common shares to Chad Champion for services.
2023-06-20	New issuance of 776 Common shares to Sandstone Group Corp. for services.
2023-06-20	New issuance of 233 Common shares to Newbridge Securities Corporation for services.
2023-07-07	New issuance of 24 Common shares to Bitbean LLC for services.
2023-07-14	New issuance of 4,310 Common shares to Hudson Bay Master Fund Ltd. for exercise of Series B warrants.
2023-10-11	New issuance of 10,271 Common shares to Julie A. Blockey for acquisition earn-out payment.
2023-12-06	New issuance of 3,824 Common shares to New to the Street Group, LLC for services.
2023-12-08	New issuance of 4,681 Common shares to Outside the Box Capital Inc. for services.
2023-12-12	New issuance of 247,678 Series G Warrants to Armistice Capital Master Fund, Ltd. as inducement to exercise Series F Warrants.
2023-12-15	New issuance of 17,647 Common shares to Hudson Bay Master Fund Ltd. as inducement to exchange Series B Warrants.
2023-12-31	All Series B Convertible Preferred Stock converted and none remain outstanding.
2024-01-12	Received written notice from Nasdaq's Listing Qualifications Department regarding non-compliance with minimum closing bid price of $1.00 per share.
2024-04-25	New issuance of 30,029 Common shares to Julie A. Blockey for acquisition earn-out payment.
2024-05-21	New issuance of 17,824 Common shares to Outside the Box Capital Inc. for services.
2024-06-20	New issuance of 39,569 Common shares to Armistice Capital Master Fund, Ltd. in exchange for Series B Common Stock Purchase Warrant.
2024-06-21	New issuance of 192,236 Common shares to Armistice Capital Master Fund, Ltd. in exchange for Series G Common Stock Purchase Warrant.
2024-07-01	Effectuated a 1-for-17 reverse stock split of issued and outstanding common stock.
2024-07-16	Received notice from The Nasdaq Stock Market indicating regained compliance with the minimum bid price requirement.
2024-10-09	New issuance of 6,667 Common shares to Simon Jacobson for services.
2024-10-29	New issuance of 70,032 Common Stock to Jonathan Spetner and Agudath Israel of America for amendment to Stock Exchange Agreement.
2024-11-20	New issuance of 72,464 Common shares to Outside the Box Capital Inc. for service.
2025-02-20	New issuance of 78,500 Common Stock to Jonathan Spetner and Agudath Israel of America for amendment to Stock Exchange Agreement.
2025-03-25	New issuance of 105,000 Common shares to Bitbean LLC for services.
2025-05-30	New issuance of 41,322 Common Stock to Outside the Box Capital, Inc. for services.
2025-05-30	New issuance of 82,645 Common Stock to Tie Out Investments, Inc. for services.
2025-08-13	Entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC.
2025-08-26	Entered into a Common Stock Purchase Agreement and a Registration Rights Agreement with White Lion Capital, LLC.
2025-08-26	Last reported sale price of common stock was $0.9401 per share.
2025-08-27	Filing date of the S-1 registration statement.
2027-12-31	End of Commitment Period for the White Lion ELOC.

Recommendation

sell

The filing highlights a company in a precarious financial position, evidenced by the need for an equity line of credit that could result in massive dilution (248% of current outstanding shares) and the explicit risk of significant downward pressure on the stock price. The history of multiple reverse stock splits and recent Nasdaq minimum bid price compliance issues further underscore fundamental challenges. While the ELOC provides a capital lifeline, it comes at a substantial cost to existing shareholders through dilution and potential stock price depreciation. A seasoned investor would likely view this as a signal to exit or avoid the stock due to the high risk of value erosion.

Keywords

Reliance Global Group, RELI, S-1 filing, equity line of credit, ELOC, White Lion Capital, common stock, dilution, capital raise, Nasdaq, insurance brokerage, Insurtech, 5MinuteInsure.com, RELI Exchange, stock offering, risk factors, financial reporting, SEC filing

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