Reliance Global Group, Inc. 8-K

What Happened
Reliance Global Group, Inc. (EZRA) announced on Feb. 5, 2026 that it entered into a Share Purchase Agreement to acquire, over time and subject to closing conditions and due diligence, a 51% fully diluted ownership stake in Enquantum Ltd. The aggregate purchase price is $2,125,000, payable in milestone-tied tranches over an anticipated 10-month period. At the initial closing the Company expects to obtain an 8% fully diluted position (including conversion of a previously issued $166,000 secured bridge note into 4% equity and a cash-funded 4% issuance). Monthly tranches are generally structured to add about 4% fully diluted ownership per month up to 48%, with a final “control top-up” from 48% to 51% to be paid in Reliance common stock valued at $125,000 based on the last reported sale price before that closing. Reliance furnished a press release on Feb. 9, 2026 and filed the Form 8‑K on Feb. 10, 2026.

Key Details

• Agreement date: Feb. 5, 2026; 8‑K filed Feb. 10, 2026 (press release Feb. 9, 2026).
• Total consideration: $2,125,000 in cash tranches tied to monthly operational/commercial milestones over ~10 months.
• Initial ownership: expected 8% fully diluted at initial closing (includes conversion of $166,000 bridge note = 4%).
• Ownership schedule: ~4% increase per monthly tranche up to 48%; final control top-up (48% → 51%) paid in Reliance common stock valued at $125,000.
• Transaction subject to customary closing conditions and Reliance’s satisfactory due diligence; the filing also references unregistered sales of equity securities related to the deal.

Why It Matters
This agreement would give Reliance a majority economic interest in Enquantum if all milestones and conditions are met, potentially expanding Reliance’s operations or product offerings tied to Enquantum. The milestone structure limits upfront cash outlay but creates ongoing cash and execution obligations; the final control top‑up will dilute existing Reliance shareholders because it is paid in Reliance common stock. The deal is not yet closed and remains contingent on due diligence and other conditions, so investors should view it as a planned, conditional acquisition rather than a completed transfer of control.