Reliance Global Group Inc

The proposal seeks shareholder approval to amend the Company’s recently adopted 2025 Equity Incentive Plan by increasing the share reserve by 14,000,000 shares (raising the authorized amount from 2,000,000 to 16,000,000). Management frames this as necessary to attract, retain and incentivize employees, directors and consultants using equity-based awards (options, SARs, restricted stock/RSUs and other awards) and to align compensation with long-term shareholder value, while avoiding materially increasing cash compensation expense. The Board considered historical grant practices, anticipated hiring and retention needs and expected duration of the reserve when setting the proposed increase and notes that no other material plan terms will change. Approval would grant management significantly more equity to issue, diluting existing holders but providing flexibility to fund hiring and retention and to align executives’ incentives with company performance. The board contends that without approval it may be forced to increase cash compensation, which could stress liquidity and misalign compensation with shareholder interests. The Plan’s administration remains with the Compensation Committee, which will control grant timing and recipients under established discretion and share counting rules. The amendment also includes usual amendment and termination provisions and a tax summary, and requires a majority of votes cast for approval. Given the size of the requested increase relative to current outstanding shares, the proposal is material to shareholder dilution and should be evaluated against projected hiring needs, vesting schedules, historical dilution from past grants, and potential alternative compensation strategies; investors should weigh the benefits of talent retention and alignment against the immediate dilution and potential longer-term overhang on per-share metrics.

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit the Company to issue more than 19.99% of its outstanding common stock in connection with a Common Stock Purchase Agreement (ELOC) with White Lion Capital, LLC. The ELOC was originally for $10 million (with issuable shares and commitment shares noted) and has been amended to introduce a fixed purchase notice mechanism and to extend and increase the commitment to $50 million, materially expanding the potential share issuance. Management argues the approval is procedural and necessary to comply with Nasdaq rules and to enable the Company to access the full committed capital under the facility; failure to approve would cap the Company’s ability to raise capital under the ELOC and potentially restrict growth. The financing mechanism prices purchases based on low-price mechanics (lowest traded price during valuation periods or at discounts in amendments), which can lead to significant dilution depending on market prices; the filing discloses past issuances (1,098,004 shares for net proceeds of $859,607) and that maximum potential issuances could materially dilute current holders. The board recommends approval to remove the Exchange Cap and preserve the option to raise up to the full committed amount, acknowledging that approval would dilute economic and voting interests of existing stockholders. Investors should assess the tradeoff between immediate capital access and dilution risk, consider the ELOC pricing mechanics and caps on per-notice purchases, and evaluate whether alternative capital sources or negotiated protections might mitigate dilution.

The adjournment proposal authorizes the Board to adjourn the Annual Meeting to another date if there are insufficient votes to approve any of the proposals, enabling the company to solicit additional proxies. Operationally this is a standard procedural measure that preserves the Board’s ability to seek more votes without having to reconvene a new meeting; it typically carries low governance risk but can be used strategically to continue outreach to shareholders to secure approval for material proposals. The proposal is routine and requires a majority of shares present and entitled to vote; abstentions and broker non-votes count for quorum but not toward approval. Management recommends a vote FOR to maintain flexibility; opponents might view adjournments as delaying tactics if used to pressure shareholders, but in practice this is common corporate housekeeping to ensure necessary approvals are obtained. The principal considerations are procedural—ensuring quorum and majority thresholds can be met—and the potential for modest additional solicitation costs or delay in closing matters if adjourned.