Reliance Global Group, Inc. (EZRA) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This Quarterly Report on Form 10-Q covers the period ended June 30, 2026. Reliance Global Group, Inc. (ticker: EZRA) operates primarily as an insurance brokerage and InsurTech company. During the quarter, the Company executed a strategic pivot, forming LifeSci Global Group LLC (LGG) to pursue life sciences investments and continuing its Scale51 initiative to acquire technology businesses. The Company operates as a single reportable segment (Insurance) as of Q2 2026, with corporate overhead and investment activities reconciled to consolidated results.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | Q2 2025 (3 Months) | YTD 2026 (6 Months) | YTD 2025 (6 Months) |
|---|---|---|---|---|
| Total Revenue | $2,110,815 | $3,086,677 | $5,937,607 | $7,322,897 |
| Net Loss | $(1,994,284) | $(2,710,901) | $(3,465,452) | $(4,447,786) |
| Loss Per Share (Basic/Diluted) | $(3.26) | $(33.90) | $(6.93) | $(61.20) |
| Adjusted EBITDA (AEBITDA) | $(1,144,506) | $(381,690) | $(1,572,241) | $(211,688) |
| Cash & Restricted Cash | $1,807,373 | $3,375,211 | $1,807,373 | $3,375,211 |
| Working Capital | $1,228,695 | $1,874,867 | $1,228,695 | $1,874,867 |
| Total Debt (Current + Long Term) | $4,364,023 | $5,101,266 | $4,364,023 | $5,101,266 |
Material Changes vs. Prior Period
- Revenue Decline: Revenue decreased 32% QoQ and 19% YTD compared to the prior year. This is primarily due to the divestiture of three insurance agencies (Fortman Insurance Services, Employee Benefits Solutions, and U.S. Benefits Alliance) completed in 2025.
- Expense Reduction: Operating expenses decreased significantly (28% QoQ, 19% YTD) due to lower salaries (elimination of divested entity costs and reduced non-cash equity compensation) and general administrative efficiencies under the "OneFirm" model.
- Net Loss Improvement: While the Company remains unprofitable, the net loss narrowed by 26% QoQ and 22% YTD, driven by expense reductions and lower interest costs from debt paydowns.
- Equity Activity: The Company completed a 1-for-40 reverse stock split in May 2026 to regain Nasdaq compliance. It also raised capital through a public offering (~$2.0M gross proceeds), ATM sales (~$1.1M net), and an Equity Line of Credit.
- Investment Activity: The Company invested ~$0.8M in Enquantum (quantum encryption) and formed LGG, investing $0.5M in Innervate (radiopharmaceuticals). These activities resulted in equity method losses and cash outflows from investing activities.
Guidance, Outlook, and Risks
- Strategic Outlook: Management is actively pursuing the Scale51 strategy (technology acquisitions) and the LGG platform (life sciences). They intend to use proceeds from financing for working capital, M&A, and general corporate purposes.
- Liquidity: Management believes current cash balances (~$1.8M), anticipated operating cash flows, and available financing facilities (including ~$49.1M remaining on the ELOC and ~$456k on the ATM) are sufficient to fund operations for at least the next 12 months.
- Nasdaq Compliance Risk: The Company regained compliance with the $1.00 minimum bid price requirement following the reverse split. However, it faces a new Nasdaq rule requiring a minimum Market Value of Listed Securities (MVLS) of $5.0 million. The Company's MVLS has recently been below this threshold, creating a risk of delisting if not addressed.
- Investment Risks: Investments in Enquantum and Innervate are highly speculative. Enquantum has no revenue and relies on milestone funding. Innervate is an early-stage biotech with significant regulatory and development risks. Both involve related-party transactions.
- Segment Performance: The core Insurance segment remains profitable on a segment basis ($185k net income for Q2 2026), but consolidated results are impacted by corporate overhead and investment losses.
Key Facts for Investor Verification
- Nasdaq MVLS Status: Verify the current Market Value of Listed Securities to assess the immediate risk of delisting under the new $5.0M rule.
- Unfunded Commitments: Confirm the Company's ability to fund remaining tranches for Enquantum (~$1.46M) and Innervate (~$1.5M) without diluting shareholders or incurring excessive debt.
- Related Party Transactions: Review the governance and terms of the LGG and Innervate investments, given the significant ownership interests held by management and board members in the non-controlling interests.
- Revenue Concentration: Note that Priority Health accounted for 40% of revenue YTD 2026; loss of this carrier would be material.
- Debt Maturities: Review the schedule of long-term debt maturities, with significant payments due in 2027 and 2028, to ensure refinancing capability.