Reliance Global Group (EZRA) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We may experience significant fluctuations in our quarterly and annual results91% rewritten
2. 02Our strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks and uncertaintiesNew
3. 03Our investments in companies located in Israel expose us to risks related to geopolitical instability, armed conflict, and regional security conditionsNew
4. 04The Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able to acquire other assets or businesses
5. 05The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination
6. 06We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail
7. 07Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business
8. 08Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us
9. 09A cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could adversely affect our business, financial condition, and reputation
10. 10Rapid technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business and operating results
11. 11Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results
12. 12Because our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition29% rewritten
13. 13If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may be adversely affected
14. 14Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities
15. 15Improper disclosure of confidential information could negatively impact our business
16. 16Our business, results of operations, financial condition and liquidity may be materially adversely affected by certain actual and potential claims, regulatory actions and proceedings
17. 17Our business could be adversely impacted by inflation

Risks Related to the Insurance Industry

1. 18We may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets
2. 19Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced insurer capacity
3. 20Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected effects on our results of operations
4. 21Our business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations
5. 22Risk of lack of knowledge in distant geographic markets
6. 23Potential liability or other expenditures associated with potential environmental contamination may be costly
7. 24We compete in a highly regulated industry, which may result in increased expenses or restrictions on our operations

Risks Related to Investing in our Securities

1. 25We may experience volatility in our stock price that could affect your investment
2. 26Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock
3. 27If we fail to satisfy Nasdaq’s continued listing requirements, including the requirement to maintain a minimum market value of listed securities of $5 million, our common stock may be delisted, which could adversely affect the liquidity and market price of our securitiesNew
4. 28As of March 10, 2026, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.1% of the Company’s common stock, consisting of 659,780 common shares71% rewritten
5. 29Broad discretion of management
6. 30Future sales or other dilution of our equity could adversely affect the market price of our common stock
7. 31The price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive prices
8. 32Possible issuance of additional securities38% rewritten
9. 33We could be negatively impacted by cybersecurity attacks
10. 34We are subject to a variety of federal, state, and international laws and other obligations regarding data protection
11. 35Speculative Nature of Warrants
12. 36State blue sky registration; potential limitations on resale of the Company’s common stock
13. 37Changes in tax laws could materially affect our financial condition, results of operations and cash flows
14. 38Expectations of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks