Item 7.01. Regulation FD Disclosure. On August 3, 2026, Reliance Global Group, Inc. (the “Company”) issued a press release announcing its entry into the non-binding letter of intent described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.…
Filed Aug 5, 2026Accepted Aug 5, 2026, 5:29 PM EDTCIK 1812727Accession 0001493152-26-036223
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
August 3, 2026, Reliance Global Group, Inc. (the “Company”) issued a press release announcing its entry into the non-binding
letter of intent described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1
hereto.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01Item 8.01 - Other Events
Item
8.01. Other Events.
On
July 30, 2026, the Company entered into a non-binding letter of intent (the “LOI”)
pursuant to which the Company would sell substantially all of the operating assets of its Altruis Benefit Consulting (“Altruis”)
subsidiary, a Michigan-based health insurance agency and benefits consulting business, to a third party purchaser or
its affiliates or owners (the “Buyer”), which would also assume certain specified liabilities of Altruis, for a cash purchase
price of $11,000,000 (the “Proposed Transaction”).
Under
the terms of the LOI, approximately $9,350,000 of the purchase price would be paid to the Company in cash at closing (subject to a working
capital adjustment), with approximately $1,650,000 to be held in an interest-bearing escrow account for indemnification purposes, the
remaining balance of which, together with accrued interest, would be released to the Company 18 months following closing, in each case
subject to the terms and conditions to be set forth in definitive agreements.
The
parties are targeting a closing of the Proposed Transaction on or before September 24, 2026, subject to the negotiation and execution
of definitive agreements and the satisfaction of closing conditions, including, among others, continuity of Altruis’s material
carrier appointments, lender lien releases and other third-party consents, satisfactory completion of due diligence (including a confirmatory
quality-of-earnings review), board approvals and the Buyer’s ability to obtain financing for the transaction.
The
LOI is non-binding as to the principal economic and other terms of the Proposed Transaction as described above, except for certain customary
provisions relating to exclusivity, confidentiality and allocation of expenses, which are binding on the parties. Among these, the Company
has agreed, for a period commencing July 30, 2026 and continuing through October 16, 2026 (subject to extension in certain circumstances),
not to solicit, negotiate or accept competing proposals for the acquisition of Altruis’s assets or equity, subject to early termination
in certain circumstances.
There
can be no assurance that the parties will negotiate or execute definitive agreements, that the Proposed Transaction will be consummated
on the terms described above, on the contemplated timeline, or at all, or that any definitive agreements, if executed, will not contain
terms materially different from those described in this Item 8.01.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
Reliance
Global Group Signs LOI to Sell Altruis Benefit Consulting for $11 Million in Cash
Transaction
Expected to Generate Approximately $7.6 Million of Aggregate Incremental Cash After Retiring 100% of the Company’s Term Debt
All-Cash,
Non-Dilutive Transaction Would Support Continued Investment in the Company’s Proprietary AI Platform and RELI Exchange InsurTech Operations
LAKEWOOD,
N.J., August 3, 2026 (GLOBE NEWSWIRE) - Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA”
or the “Company”), an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies to
transform the insurance agency/brokerage industry, today announced that it has entered into a non-binding letter of intent (the “LOI”)
to sell substantially all of the operating assets of its Altruis Benefit Consulting (“Altruis”) subsidiary, a Michigan-based
health insurance agency and benefits consulting business, for $11 million in cash. The transaction would transform the Company’s
balance sheet, retiring all of its term debt while adding a substantial amount of cash, without issuing a single share of stock. The
LOI is non-bindi…