Reliance Global Group, Inc. 8-K

What Happened
Reliance Global Group, Inc. (NASDAQ: EZRA) announced it closed a public offering on January 29, 2026, raising approximately $2.0 million in gross proceeds through the sale of common stock (or pre-funded warrants) and accompanying warrants. The offering sold 7,407,408 shares (or pre-funded warrants) and issued two common warrants per share, under a registration statement on Form S-1 declared effective January 28, 2026. H.C. Wainwright & Co., LLC acted as exclusive placement agent.

Key Details

• Offered 7,407,408 shares of common stock (or pre-funded warrants) and issued warrants to purchase up to 14,814,816 shares; combined public offering price was $0.27 per share (or $0.269 per pre-funded warrant).
• Common warrants are exercisable at $0.27 per share upon issuance and expire two years from the initial exercise date.
• Gross proceeds were about $2.0 million before placement agent fees and expenses; company intends to use net proceeds for working capital, M&A strategies and general corporate purposes.
• Placement Agent compensation: cash fee 7% of gross proceeds, management fee 1%, expense reimbursement up to $65,000, plus placement agent warrants equal to 7% of shares sold (exercise price $0.3375; two‑year term).
• Officers/directors agreed to 30‑day lock-ups; the company agreed not to issue new shares (with exceptions) for 30 days and not to enter variable rate transactions for one year (placement agent may waive these restrictions).

Why It Matters
This filing shows the company raised additional capital quickly via a registered public offering, diluting existing equity but providing cash intended to fund operations and potential M&A activity. Investors should note the size of the raise (~$2M gross), the large number of warrants (which could increase share count if exercised), the placement agent’s compensation and warrants, and short‑term restraints on new issuances that could affect near‑term financing flexibility.