S-1: Reliance Global Group Rebrands to EZRA, Eyes Tech & Digital Assets

Sentiment:

Registration Statement for Public Offering 23 January 2026 8:42 AM

📋All filings for Reliance Global Group, INC

Reliance Global Group announces a strategic rebranding to EZRA, a new high-tech division focused on Israeli companies, and a public offering of up to $6 million in units, while addressing Nasdaq compliance and recent asset sales.

Capital raisePublic offering of up to 7,800,312 units (common stock and common warrants) and pre-funded units (pre-funded warrants and common warrants) to raise approximately $5.3 million net proceeds (assuming 100% sold).Equity Line of Credit (ELOC) with White Lion Capital, LLC, providing the right to sell up to $10 million of common stock until December 31, 2027. Approximately $9.1 million capacity remained as of the filing date.At-the-Market (ATM) Offering Program with H.C. Wainwright & Co., LLC, allowing sales of common stock up to an aggregate offering price of $2,026,453. Approximately $438,000 remained available as of January 14, 2026.Private Placement in June 2025 raised approximately $2.15 million net proceeds from the sale of pre-funded warrants and common warrants.

Worse than expectedThe company received a Nasdaq minimum bid price deficiency notice on December 12, 2025, indicating non-compliance with the $1.00 minimum bid price requirement.Net loss for the three months ended September 30, 2025, worsened to $(1,156,583) compared to $(837,314) in the same period of 2024.AEBITDA for the nine months ended September 30, 2025, significantly worsened to $(918,706) from $(209,114) in the prior year.Commission income decreased by 8.72% for the nine months ended September 30, 2025, and by 27% for the three months ended September 30, 2025, primarily due to asset sales and lower medical commission revenues.

Summary

Reliance Global Group, Inc. is offering up to 7,800,312 units at an assumed public offering price of $0.7692 per unit, each consisting of one common stock share and two common stock warrants.
The company is also offering pre-funded units for purchasers whose beneficial ownership would exceed 4.99% (or 9.99% by election), each consisting of one pre-funded warrant and two common warrants.
The common stock warrants will be exercisable for two years from the initial exercise date at an exercise price equal to the public offering price per share, pending stockholder approval or meeting Nasdaq pricing conditions.
Pre-funded warrants are immediately exercisable at $0.001 per share and expire when fully exercised.
The company's ticker symbol on the Nasdaq Capital Market will change from RELI to EZRA, effective January 26, 2026.
A new division, EZRA International Group, was approved on January 5, 2026, to acquire controlling interests in high-technology Israeli companies, focusing on cybersecurity, AI, data analytics, fintech, insurtech, medtech, and digital health.
A non-binding term sheet was signed on January 7, 2026, to acquire a majority equity interest in Scent Medical Technologies Ltd. (Scentech), an Israeli diagnostics company.
On December 23, 2025, the company sold substantially all assets of its Employee Benefits Solutions (EBS) and US Benefits Alliance (USBA) insurance brokerage businesses for $1.05 million cash.
On July 7, 2025, the company sold its Fortman Insurance Services (FIS) business for $5 million cash, recognizing a gain on sale of $3,033,554 for the nine months ended September 30, 2025.
During July 2025, approximately $4,997,292 of Oak Street long-term debt was repaid using proceeds from the Fortman sale, and an additional $465,000 was repaid from the EBS/USBA sale proceeds, incurring no prepayment penalties.
On September 26, 2025, a one-time cash dividend of $0.03 per share was declared, totaling approximately $388,000, payable on December 2, 2025.
The Board approved a Digital Asset Treasury (DAT) strategy on September 9, 2025, to acquire cryptocurrencies like Bitcoin, Ethereum, Solana, Cardano, and XRP, and explore tokenizing insurance-linked assets.
Initial purchases of Ethereum, Bitcoin, Cardano, and XRP were completed in September 2025, and subsequently replaced with Zcash in Q4 2025.
The company entered into an Equity Line of Credit (ELOC) with White Lion Capital, LLC on August 26, 2025, allowing it to sell up to $10 million of common stock until December 31, 2027.
As of September 30, 2025, $350,000 net proceeds were raised under the ELOC, with an additional $509,600 subsequent to quarter-end, leaving approximately $9.1 million capacity.
An At-the-Market (ATM) Offering Program with H.C. Wainwright & Co., LLC was established on August 13, 2025, for up to $2,026,453 in common stock.
During the nine months ended September 30, 2025, $2,021,681 net proceeds were raised under the ATM Program, with an additional $119,764 subsequent to quarter-end, leaving approximately $438,000 available as of January 14, 2026.
A private placement on June 18, 2025, raised approximately $2.15 million net proceeds from the sale of pre-funded warrants and common warrants to an institutional buyer.
The company received a Nasdaq minimum bid price deficiency notice on December 12, 2025, and has until June 10, 2026, to regain compliance.
Net loss for the nine months ended September 30, 2025, was $(5,604,367), an improvement from $(7,673,373) for the same period in 2024.
AEBITDA for the nine months ended September 30, 2025, was $(918,706), a decrease from $(209,114) for the same period in 2024.
Commission income decreased by 8.72% for the nine months ended September 30, 2025, to $9,818,872 from $10,757,238 in 2024, primarily due to the sale of FIS and lower medical commission revenues.

Sentiment

Score: 4

Explanation: The company is undergoing significant strategic shifts and capital raising efforts, which are positive for future potential. However, current financial performance shows worsening operational metrics (AEBITDA, commission income) and the Nasdaq minimum bid price non-compliance presents a material risk. The termination of a key acquisition also adds uncertainty. The overall sentiment is cautious due to these challenges, despite the forward-looking initiatives.

Positives

Strategic rebranding to 'EZRA' and formation of 'EZRA International Group' signals a new focus on high-growth technology sectors, particularly in Israel.
Non-binding term sheet to acquire a majority interest in Scent Medical Technologies Ltd. indicates progress in the new high-tech acquisition strategy.
Successful asset sales of Fortman Insurance Services ($5 million) and EBS/USBA ($1.05 million) generated significant cash proceeds.
Substantial repayment of Oak Street long-term debt (approximately $5.46 million) improved the company's debt profile and reduced interest expense.
Adoption of a Digital Asset Treasury strategy and policy, including the formation of a Crypto Advisory Board, positions the company in emerging digital asset and blockchain sectors.
Diversified capital structure with ELOC and ATM programs provides flexible access to capital for operations and strategic initiatives.
Net loss for the nine months ended September 30, 2025, improved to $(5,604,367) from $(7,673,373) in the prior year, partly due to the gain on asset sales.
The 'OneFirm' strategy aims to enhance market presence, improve carrier relationships, and foster cross-selling opportunities across insurance agencies.
Continued growth and advancements in InsurTech platforms (5MinuteInsure.com and RELI Exchange) leverage AI and data mining for efficiency and market share expansion.

Negatives

Received a Nasdaq minimum bid price deficiency notice on December 12, 2025, indicating non-compliance with the $1.00 minimum bid price requirement, risking delisting.
Net loss for the three months ended September 30, 2025, worsened to $(1,156,583) from $(837,314) in the same period of 2024.
AEBITDA for the nine months ended September 30, 2025, significantly worsened to $(918,706) from $(209,114) in the prior year.
AEBITDA for the three months ended September 30, 2025, turned negative to $(707,021) from a positive $42,508 in the same period of 2024.
Commission income decreased by 8.72% for the nine months ended September 30, 2025, and by 27% for the three months ended September 30, 2025, primarily due to asset sales and lower medical commission revenues.
Salaries and wages increased significantly by 129% for the three months ended September 30, 2025, and 58% for the nine months ended September 30, 2025, partly due to non-cash share-based compensation.
General and administrative expenses increased by 36% for the three months ended September 30, 2025, and 30% for the nine months ended September 30, 2025, driven by director non-cash equity awards.
Termination of the Spetner Stock Exchange Agreement resulted in expensing non-refundable prepayments of approximately $568,856 to general and administrative expenses.
The best-efforts offering structure provides no assurance of raising sufficient proceeds, potentially impacting the business plan and leading to greater operating losses.

Risks

Inability to maintain compliance with Nasdaq continued listing standards, potentially leading to delisting and reduced liquidity/market price of common stock.
Risk of not raising sufficient proceeds in the best-efforts offering, leading to insufficient capital for business plan execution and potential operating losses.
Substantial dilution to existing stockholders from the current offering and future exercises of outstanding warrants and pre-funded warrants.
Acquisition-driven growth strategy may not succeed due to difficulties in identifying, financing, consummating, and integrating acquired businesses, leading to integration, execution, legal, accounting, and operational risks.
Indebtedness and related covenant restrictions may limit operating flexibility, increase refinancing and liquidity risk, and a default could trigger acceleration of debt.
Dependence on executive officers and key personnel; loss of key individuals or inability to hire/retain qualified personnel could materially harm the business.
Exposure to cybersecurity, technology, and data security risks; breaches or system failures could disrupt operations, result in liability, reputational harm, and increased costs.
Operating in a highly regulated, state-based insurance environment; changes in laws, regulations, or licensing requirements could increase costs and limit operations.
Geographic concentration of insurance operations (Michigan, New York, Montana, New Jersey, Ohio, Illinois) exposes the company to disproportionate harm from adverse regional events.
Intense competition in the insurance brokerage industry, including from direct sellers and technology-enabled competitors, could reduce commissions and compress margins.
Revenue fluctuations due to policy renewal timing, carrier payment practices, and changes in commission structures (e.g., profit-sharing/contingent commissions) affect forecasting and cash flow.
Business depends on insurer capacity and reinsurance market conditions; reduced capacity or carrier withdrawals could limit available coverage and reduce revenues.
Subject to claims, regulatory actions, and legal proceedings (including errors and omissions matters) that can be costly, unpredictable, and harm reputation and financial condition.
Digital Asset Treasury initiative exposes the company to substantial digital asset price volatility, custody/private-key loss risk, cybersecurity and blockchain network risks, and evolving regulatory/tax treatment.
Broad discretion of management over the use of offering proceeds, which may not yield a favorable return.
Potential for future sales of common stock to depress share price and encourage short sales.
Risk of being deemed an investment company if digital asset holdings are classified as investment securities, leading to burdensome regulatory restrictions.
Digital asset activities are not subject to the regulatory framework governing investment companies or advisers, potentially leading to greater volatility and management discretion.
Potential for additional tax liabilities or regulatory changes affecting digital assets.
Operational, technological, and security risks related to digital asset custody and transactions, including loss of assets due to breaches or private key loss.
Digital asset strategy may create complications with third-party service providers (e.g., insurers, financial institutions, auditors).
Technological and market developments could render certain digital assets obsolete or less valuable.
Inflation could adversely impact product demand, costs for labor, materials, and services, and profit margins.

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 its current insurance operations through geographic expansion and market share growth. It also intends to continue to grow and execute on its Digital Asset Treasury Initiative, integrating blockchain technology into its long-term capital appreciation model, and building a diversified portfolio of cryptocurrencies. The newly formed EZRA International Group division will focus on acquiring controlling stakes in high-technology Israeli companies, with an initial focus on cybersecurity, AI, data analytics, fintech, insurtech, medtech, and digital health sectors, pursuing potential value realization through public listings, strategic spin-offs, or other monetization events.

Management Comments

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable.
Management believes that existing cash balances, anticipated operating cash flows, and available financing facilities provide sufficient resources to fund current obligations and planned expenditures for at least the next twelve months.
Management intends to use the net proceeds from these financings for general corporate purposes, including working capital, technology development, and purchases of digital assets pursuant to the Company’s Digital Asset Treasury strategy.
Management continues to evaluate additional financing alternatives and believes that the combination of strengthened balance-sheet metrics, flexible equity facilities, and expected operational cash flows provides adequate liquidity to support both near-term needs and long-term strategic growth objectives.

Industry Context

The insurance intermediary business is highly competitive, with intense competition from numerous firms, including technology companies and financial services firms. The global InsurTech market is experiencing significant growth, valued at $17.08 billion in 2024 and projected to reach $82.3 billion by 2029, driven by the increasing need for digitization of insurance services. The company's investment in its 5MinuteInsure.com and RELI Exchange platforms aligns with this trend, aiming to combine digital efficiency with the personal touch of an agent. The industry also faces challenges related to M&A activity, rapid technological change requiring continuous innovation, and the need for new product development to adapt to economic and technological shifts.

Comparison to Industry Standards

The global InsurTech market is projected to grow at a compound annual growth rate of 38.9% from 2024 to 2029, indicating a strong industry tailwind that the company's RELI Exchange and 5MinuteInsure.com platforms aim to capitalize on.
The company's 'OneFirm' strategy and InsurTech platforms are designed to compete at a national level and capitalize on the consumer shift to online insurance, which is a key trend in the broader insurance industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Ticker Symbol	RELI	EZRA	2026-01-26	Strategic rebranding and new division focus.
Crypto Advisory Board Chairperson	NA	Blake Janover	2025-11-18	Appointment in connection with the Digital Asset Treasury program and Advisory Agreement.
Crypto Advisory Board Member	NA	Alex Blumenfrucht	2025-09-09	Formation of the Crypto Advisory Board.
Crypto Advisory Board Member	NA	Moshe Fishman	2025-09-09	Formation of the Crypto Advisory Board.
Chief Executive Officer (Annual Base Salary)	$425,000	$513,000	2025-07-10	Compensation Committee approval.
Chief Executive Officer (Annual Bonus)	Discretionary	$593,000	2025-07-10	Compensation Committee approval.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
New Division Formation	Board of Directors unanimously approved the formation of EZRA International Group, a new division focused on acquiring controlling or significant ownership interests in high-technology Israeli companies.	2026-01-05	Expands strategic focus beyond insurance, potentially diversifying revenue streams and asset base into high-growth tech sectors.
Digital Asset Treasury Strategy Adoption	Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy, including the formation of a Crypto Advisory Board (CAB).	2025-09-09	Introduces exposure to volatile digital asset markets, potentially impacting financial results and liquidity, but also offers new investment class opportunities.
Authorized Shares Increase	Authorized common stock increased from 117,647,059 shares to 2,000,000,000 shares, effective February 7, 2025.	2025-02-07	Provides greater flexibility for future equity issuances for capital raises, acquisitions, and compensation, but also increases potential for dilution.
Equity Incentive Plan Approval	Stockholders approved the 2025 Equity Incentive Plan, reserving 2,000,000 shares of common stock for awards.	2025-05-29	Aligns employee, director, and consultant interests with stockholders and aids in talent attraction and retention, but contributes to potential dilution.

Legal Proceedings

The company is subject to various legal proceedings and claims arising in the ordinary course of business, but management does not believe the outcome of any of these matters will have a material adverse effect on the business, financial position, results of operations, or cash flows.
Litigation relating to the insurance brokerage industry is not uncommon, and the company has been subject to such litigation from time to time.

Related Party Transactions

Secured convertible promissory note with Enquantum Ltd. (January 15, 2026) for $166,000, with indebtedness potentially satisfied by credit against milestone payments in a contemplated strategic transaction. Enquantum granted a first-ranking floating charge over its assets to the company.
Revolving Credit Facility Agreement with YES Americana Group, LLC (March 5, 2025), an entity beneficially owned by the CEO, Ezra Beyman, for up to $2,000,000 at 0.1% interest per annum. As of September 30, 2025, the outstanding balance was $494,433, and approximately $286,500 as of January 14, 2026.
Previous promissory note to YES Americana Group, LLC (September 13, 2022), which was amended and partially converted into common stock in February 2023. Balance owed was $0 as of December 31, 2024.
Deferred purchase price (DPP) of $1,375,000 to Barra & Associates, LLC (acquired April 26, 2022), an entity beneficially owned by a senior vice president. As of January 14, 2026, the DPP open unpaid balance was $0.
Earn-out balance of $846,214 owed to Jonathan Fortman and Zachary Fortman (employees and related parties) from the Fortman acquisition (May 1, 2019), with monthly payments of $11,000 each and 10% annual interest. All amounts fully paid off as of September 30, 2025.
Interim Crypto Purchase Agreement with Moshe Fishman (September 16, 2025), a senior vice president, allowing him to use personal cryptocurrency trading accounts to facilitate digital asset purchases for the company. Agreement terminated October 30, 2025.

Stakeholder Impact

Shareholders: Potential for significant dilution from the current offering and future warrant exercises. Nasdaq non-compliance could negatively impact share price and liquidity. Strategic shifts to tech and digital assets introduce new risk/reward profiles. Special cash dividend provided a one-time return.
Employees: Equity-based compensation programs aim to align interests and retain talent. The 'OneFirm' strategy is expected to benefit agents and clients by improving carrier relationships and cross-selling opportunities.
Customers: InsurTech platforms (5MinuteInsure.com, RELI Exchange) aim to provide more efficient, competitive, and personalized insurance services. Asset sales of certain agencies may impact customer relationships in those specific regions.
Creditors: Debt repayments to Oak Street Funding LLC reduce overall leverage. Related-party credit facilities introduce potential conflicts of interest but provide working capital flexibility.

Next Steps

Seek stockholder approval for the issuance of shares upon exercise of the common warrants.
Negotiate and execute definitive agreements for the potential strategic transaction with Enquantum Ltd. within 30 calendar days.
Complete due diligence and definitive agreements for the acquisition of a majority equity interest in Scent Medical Technologies Ltd.
Continue to expand and grow the insurance business through asset acquisitions and organic growth.
Continue to expand into the digital asset and blockchain sector, building a diversified portfolio of cryptocurrencies and exploring tokenization of insurance-linked assets.
Address Nasdaq minimum bid price non-compliance to regain compliance by June 10, 2026.
Full-scale deployment of the Advanced Quote & Bind InsurTech Solution for commercial policies planned for 2025.

Key Dates

Date	Description
2013-08-02	Company incorporated in Florida under the name Ethos Media Network, Inc.
2018-08-01	EBS and USBA entered into a Credit Agreement with Oak Street Funding LLC.
2018-09-01	Reliance Holdings purchased a controlling interest in the Company.
2018-10-18	Ethos Media Network, Inc. renamed Reliance Global Group, Inc.
2018-10-24	Acquired U.S. Benefits Alliance, LLC (USBA) and Employee Benefit Solutions, LLC (EBS).
2018-12-01	Acquired Commercial Coverage Solutions LLC (CCS).
2018-12-07	CCS entered into a Facility with Oak Street Funding LLC.
2019-04-01	Acquired Southwestern Montana Insurance Center, Inc. (SWMT).
2019-05-01	Acquired Fortman Insurance Agency, LLC (Fortman).
2019-07-31	YES Americana Group, LLC employee relationship started.
2019-09-01	Acquired Altruis Benefits Consultants, Inc. (Altruis).
2020-02-19	Entered into a securities purchase agreement with NSURE, Inc.
2020-08-17	Acquired UIS Agency, LLC (UIS).
2020-10-08	Amendment to securities purchase agreement with NSURE, Inc. and funding of first tranche.
2021-05-01	Acquired J.P. Kush and Associates, Inc. (Kush).
2021-08-01	Launched 5MinuteInsure.com (5MI) Insurtech platform.
2021-12-22	Entered into a securities purchase agreement (SPA) with two institutional investors for Series B Warrants, Common Stock, and Series B Convertible Preferred Stock.
2022-04-26	Acquired Barra & Associates, LLC (Barra) and entered into a secured promissory note with Oak Street Funding LLC.
2022-09-13	Issued a promissory note to YES Americana Group, LLC for $1,500,000.
2022-12-27	Series B Warrants outstanding increased to 78,431 and exercise price reset to $127.50 due to a non-Private Placement related dilutive share issuance.
2022-12-28	Executive granted an annual award of 157 shares of common stock.
2023-01-01	Joel Markovits began role as Chief Financial Officer.
2023-02-07	Amendment to promissory note with Americana, increasing principal to $1,845,000 and amending maturity date to January 15, 2026.
2023-02-13	Americana converted $645,000 of the Note into 3,926 shares of common stock.
2023-02-23	Effectuated a 1-for-15 reverse split of common stock (Reverse Split-2023).
2023-03-13	Entered into a securities purchase agreement (SPA-2023) for Common Shares, Prefunded Warrants (Series E), and Common Warrants (Series F).
2023-03-16	Closing of the Private Placement-2023.
2023-06-30	Entered into a confidential settlement agreement and mutual release with Medigap affiliated entities and former owners.
2023-07-01	Effectuated a 1-for-17 reverse stock split of common stock (Reverse Split-2024).
2023-11-30	Series A Warrant holders approved an amendment to reduce the exercise price from $1,683.00 to $1,563.15 per share (pre-Reverse Split-2024).
2023-12-12	Entered into a securities purchase agreement to extend expiration date of 50,980 Series B Warrants to December 28, 2028, and an exchange offer for 17,647 Series B Warrants for common stock. Also entered into Series F Inducement Agreement and issued Series G Warrants.
2023-12-14	Closing Date for Series F Inducement Agreement.
2024-01-11	Entered into a third amendment to the Fortman Purchase Agreement, agreeing to a fixed earn-out balance of $846,214.
2024-01-25	Entered into an Executive Employment Agreement with Ezra Beyman to serve as CEO.
2024-02-15	Entered into an At Market Issuance Sales Agreement (ATM) with EF Hutton LLC.
2024-05-14	Entered into a Stock Exchange Agreement to acquire Spetner Associates, Inc.
2024-06-18	Holder of remaining Series B Warrants exercised all 50,980 warrants via cashless exercises, acquiring 39,569 shares of common stock. Holder of Series G Warrants exercised all 247,678 warrants, acquiring 192,236 shares of common stock.
2024-09-06	Amended and restated the Stock Exchange Agreement with Spetner Associates, Inc.
2024-09-18	Filed Amendment No. 1 to the ATM prospectus supplement, updating available common stock to $248,138.
2024-10-02	Board approved the 2024 Omnibus Incentive Plan.
2024-10-29	Entered into Amendment No. 1 to the Stock Exchange Agreement with Spetner, issuing 140,064 shares as a non-refundable prepayment.
2024-12-15	Filed Amendment No. 2 to the ATM prospectus supplement, updating available common stock to $508,000.
2024-12-23	Entered into an Asset Purchase Agreement to sell EBS and USBA assets.
2024-12-24	Closing of the EBS and USBA asset sale.
2024-12-31	Stockholders approved the 2024 Omnibus Incentive Plan.
2025-01-05	Board of Directors approved the formation of EZRA International Group.
2025-01-07	Entered into a non-binding term sheet to acquire a majority equity interest in Scent Medical Technologies Ltd.
2025-01-14	Last reported sale price of common stock on Nasdaq was $0.5192 per share.
2025-01-15	Entered into a secured convertible promissory note with Enquantum Ltd. for $166,000.
2025-02-20	Entered into Amendment No. 2 to the Stock Exchange Agreement with Spetner, issuing 157,000 shares as a non-refundable prepayment.
2025-03-05	Entered into a Revolving Credit Facility Agreement with YES Americana Group, LLC for up to $2,000,000.
2025-03-18	Board approved the 2025 Equity Incentive Plan.
2025-05-29	Stockholders approved the 2025 Equity Incentive Plan.
2025-06-18	Entered into a securities purchase agreement (Private Placement-2025) with one institutional buyer for Series J-PF Warrants and Series J Warrants.
2025-06-20	Closing of the Private Placement-2025.
2025-07-07	Closed the Asset Purchase Agreement for the sale of Fortman Insurance Services for $5,000,000.
2025-07-10	Compensation Committee approved an increase in Ezra Beyman's annual base salary to $513,000 and an annual bonus of $593,000.
2025-07-22	Accepted written notice from Spetner Associates, Inc. terminating the Stock Exchange Agreement.
2025-08-13	Entered into an At-the-Market (ATM) Sales Agreement with H.C. Wainwright & Co., LLC.
2025-08-26	Entered into a Common Stock Purchase Agreement (ELOC) and a related Registration Rights Agreement with White Lion Capital, LLC.
2025-09-04	Resale registration statement on Form S-1 for White Lion Agreements declared effective.
2025-09-09	Board of Directors approved the adoption of a digital asset treasury strategy and policy.
2025-09-16	Entered into an Interim Crypto Purchase Agreement with Moshe Fishman.
2025-09-17	Completed initial purchase of Ethereum (ETH) under DAT initiative.
2025-09-26	Board of Directors declared a one-time cash dividend of $0.03 per share.
2025-09-29	Completed first purchase of Bitcoin (BTC), following prior purchases of ETH and Cardano (ADA).
2025-09-30	Completed a purchase of XRP as part of the DAT initiative. All Series J-PF Warrants were exercised during the quarter ended September 30, 2025.
2025-10-30	Record date for the special cash dividend. Interim Crypto Purchase Agreement terminated.
2025-11-05	Executed Amendment No. 1 to the Common Stock Purchase Agreement with White Lion Capital, LLC, adding a Fixed Purchase Notice option.
2025-11-18	Entered into an Advisory Agreement with Convergence Strategy Partners, LLC for DAT program and appointed Blake Janover as Chairperson of the Crypto Advisory Board.
2025-12-02	Payment date for the special cash dividend.
2026-01-22	Company announced ticker symbol change from RELI to EZRA.
2026-01-26	Effective date for ticker symbol change to EZRA.
2026-02-27	Termination date for the current public offering, unless terminated earlier by the company.
2026-06-10	Deadline to regain Nasdaq minimum bid price compliance.
2027-12-31	Commitment period end date for the Equity Line of Credit (ELOC) with White Lion Capital, LLC.

Recommendation

hold

The company is at a pivotal juncture, marked by a significant strategic pivot towards high-tech and digital assets, coupled with ongoing capital raises. While the financial results for the most recent periods show worsening operational metrics (AEBITDA, commission income) and the Nasdaq minimum bid price non-compliance is a serious concern, the proactive measures to diversify into high-growth sectors like cybersecurity, AI, and digital assets, along with the successful asset sales and debt reduction, present a speculative upside. The current offering aims to fund these new initiatives. For a seasoned investor, the stock is a 'Hold' due to the high risk associated with the Nasdaq compliance issue and operational losses, balanced by the potential long-term value creation from the strategic transformation and InsurTech advancements. It is not a 'Buy' given the immediate risks and lack of consistent profitability, nor a 'Sell' given the potential for the new strategies to materialize and the capital being raised to support them.

Keywords

InsurTech, Insurance Brokerage, Digital Assets, Cryptocurrency, Nasdaq Compliance, Equity Offering, Acquisition Strategy, Financial Services, RELI Exchange, 5MinuteInsure.com, EZRA International Group, Scent Medical Technologies, Warrants, Common Stock, SEC Filing

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