8-K: Reliance Global Group Initiates $2M ATM Offering

Reliance Global Group, Inc. has entered into an At The Market Offering Agreement to sell up to $2,026,453 of common stock, enhancing financial flexibility.

Summary

• Reliance Global Group, Inc. (RELI) entered into an At The Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC on August 13, 2025.
• The agreement allows the company to offer and sell, at its discretion, up to $2,026,453 of its common stock (par value $0.086 per share) through Wainwright as its sales agent.
• Sales will be conducted under the company's effective Registration Statement on Form S-3 (File No. 333-275190), declared effective November 7, 2023, and a prospectus supplement filed August 13, 2025.
• The agent, H.C. Wainwright & Co., LLC, will receive a commission of 3.0% of the gross sales proceeds from any common stock sold through the agreement.
• The company will reimburse the agent for legal counsel fees up to $50,000, plus up to $3,500 for quarterly due diligence and up to $5,000 for annual due diligence.
• H.C. Wainwright & Co., LLC has been granted a right of first refusal to act as exclusive financial advisor, sole book-running manager, sole underwriter, or sole placement agent for future strategic transactions, financing, or offerings for 12 months following the prospectus supplement date.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While it introduces potential dilution, the ATM offering provides the company with a flexible and efficient means to access capital, which is generally beneficial for operational stability and growth initiatives. It's a standard financial tool, not indicative of distress or exceptional performance.

Positives

• The ATM offering provides the company with a flexible and efficient mechanism to raise capital as needed, without the need for a traditional underwritten offering.
• Access to additional capital can support general corporate purposes, working capital, or strategic initiatives.
• The existing effective Registration Statement on Form S-3 streamlines the process for future share sales.

Negatives

• The sale of additional common stock will result in dilution for existing shareholders.
• The 3.0% commission paid to the agent, along with legal and other expenses, will reduce the net proceeds received by the company.
• The grant of a right of first refusal to H.C. Wainwright & Co., LLC for future transactions limits the company's flexibility in choosing financial advisors for a 12-month period.

Risks

• Future sales of common stock under the ATM agreement could depress the company's stock price due to increased supply.
• The actual amount of capital raised is uncertain and depends on market conditions and the company's discretion.
• The company's ability to sell shares under the ATM program is subject to various conditions, including the accuracy of representations and warranties, and the absence of material adverse events.

Future Outlook

The company gains the ability to raise capital from time to time through the ATM offering, providing ongoing financial flexibility for general corporate purposes and potential strategic initiatives.

Management Comments

• The agreement was signed by Ezra Beyman, Chief Executive Officer of Reliance Global Group, Inc.

Industry Context

At The Market (ATM) offerings are a common and flexible capital-raising tool utilized by publicly traded companies. They allow companies to issue new shares directly into the market at prevailing prices, avoiding the complexities and fixed pricing of traditional underwritten offerings. This method is particularly useful for companies seeking to raise capital incrementally over time to support ongoing operations or specific growth opportunities.

Comparison to Industry Standards

• The 3.0% commission rate for the sales agent is within the typical range for ATM offerings of this size and type, which often vary from 1% to 5% depending on the company's market capitalization and trading liquidity.
• The use of an ATM facility, rather than a large, single-block offering, aligns with common practices for companies seeking to minimize immediate market impact and manage dilution over time.
• The grant of a right of first refusal to the sales agent for future transactions is a standard provision in many ATM agreements, providing the agent with preferred access to future advisory or underwriting mandates.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for dilution due to the issuance of new common stock, which could impact earnings per share and ownership percentage.
• Company: Enhanced financial flexibility and access to capital for operational needs, debt repayment, or strategic investments.
• H.C. Wainwright & Co., LLC: Benefits from commissions on shares sold and a right of first refusal for future financial advisory roles.

Next Steps

• The company may, from time to time and at its sole discretion, offer and sell shares of its common stock through H.C. Wainwright & Co., LLC.
• The company will disclose the number of shares sold, net proceeds, and compensation in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and potentially more frequently via Form 8-K or prospectus supplements if required.

Key Dates

Keywords

At The Market Offering, ATM, Equity Offering, Capital Raise, Common Stock, Dilution, H.C. Wainwright & Co., SEC Filing, Form 8-K, Reliance Global Group, RELI, NASDAQ