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信实工业公司美股招股说明书(2025-09-18版)

2025-09-18 美股招股说明书 SoftGreen
报告封面

RELIANCE GLOBAL GROUP, INC. Common Stock This Amendment No. 1 to Prospectus Supplement (the “Amendment”) amends and supplements the information in ourprospectus, dated November 7, 2023 (the “Prospectus”), and the prospectus supplement, dated August 13, 2025 (the “ProspectusSupplement”), each of which were filed pursuant to our registration statement on Form S-3 (File No. 333-275190) (the “RegistrationStatement”). This Amendment should be read in conjunction with the Prospectus and Prospectus Supplement, and is qualified byreference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectusand the Prospectus Supplement. This Amendment is not complete without, and may only be delivered or utilized in connection with,the Prospectus and Prospectus Supplement, and any future amendments or supplements thereto. This Amendment is being filed in connection with our previously announced “at the market” offering program, and to updatethe remaining amount of shares of our common stock, par value $0.086 per share (our “common stock”), that we may issue and sellfrom time to time through or to H.C. Wainwright & Co., LLC (the “Agent”) as sales agent or principal, pursuant to the terms of ourpreviously announced At Market Offering Agreement, dated August 13, 2025, between us and the Agent (the “ATM Agreement”). Our common stock is listed on the Nasdaq Stock Market, or Nasdaq, under the symbol “RELI’’. As of September 18, 2025,the aggregate market value of our common stock held by non-affiliates, or the public float, pursuant to General Instruction I.B.6 ofForm S-3 was $12,008,479, which was calculated based on 7,952,635 shares of our common stock outstanding held by non-affiliatesas of September 18, 2025 and at a price of $1.51 per share, the last reported sale price for our common stock on July 23, 2025. As ofthe date hereof, we have offered and sold $3,754,687 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3,in no event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (asdefined by General Instruction I.B.6) in any 12 calendar month period so long as our public float remains below $75.0 million. We are filing this Amendment to amend the Prospectus Supplement to increase the maximum amount of shares we areeligible to sell under our Registration Statement pursuant to General Instruction I.B.6 of Form S-3. Accordingly, in accordance withthe terms of the ATM Agreement, we may offer and sell common stock having an aggregate offering price of up to $248,138 fromtime to time through or to the Agent pursuant to the Prospectus and Prospectus Supplement, as amended by this Amendment.However, in the event that our public float increases or decreases, we may sell securities in public primary offerings on Form S-3 witha value up to one-third of our public float, as calculated pursuant to General Instruction l.B.6 and subject to the terms of the ATMAgreement. In the event that our public float increases above $75.0 million, we will no longer be subject to the limits in GeneralInstruction l.B.6 of Form S-3. Investing in our common stock involves risks. You should carefully consider the risks described under “Risk Factors”in the Prospectus and Prospectus Supplement, as well as those described in our other reports and documents we filed with theSecurities and Exchange Commission (the “SEC”) that we incorporate by reference in the Prospectus, the ProspectusSupplement and this Amendment, before making a decision to invest in our common stock. Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus supplement amendment is accurate or complete. Any representation to the contraryis a criminal offense. H.C. Wainwright & Co. The date of this Amendment No. 1 to Prospectus Supplement is September 18, 2025