Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-021123

Filed: 2026-05-04

Period: 2026-04-28

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

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GRAPHIC (ex10-2_002.jpg)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 28, 2026

RELIANCE

GLOBAL GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Florida

001-40020

46-3390293

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300

Blvd. of the Americas, Suite 105

Lakewood, New Jersey

08701

(Address of Principal Executive

Offices)

(Zip Code)

(732)

380-4600

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.086 per share

EZRA

The NASDAQ Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

April 30, 2026 (the “Closing Date”), Reliance Global Group, Inc. (the “Company”) and certain of its affiliates

entered into a series of definitive agreements (collectively, the “Transaction Documents”) in connection with the formation

of LifeSci Global Group LLC, a Delaware limited liability company (“LGG”), and the consummation by LGG of an initial investment

in Innervate Radiopharmaceuticals LLC, a Delaware limited liability company (“Innervate”), an early-stage company focused

on the development of radiopharmaceutical products and related technologies (the “Innervate Investment”). The Transaction

Documents were entered into following the review and approval of the transactions by the independent and disinterested members of the

Company’s Board of Directors, as further described under Item 8.01 below.

LGG

Operating Agreement

April 29, 2026, the Company entered into the limited liability company operating agreement of LGG (the “LGG Operating Agreement”),

pursuant to which the Company became the holder of approximately 51% of the membership interests in LGG. The remaining approximately

49% of the membership interests in LGG are held by LifeSci Management Group LLC, a Delaware limited liability company (“Management

Group”), which is owned by Ezra Beyman (the Company’s Chairman and Chief Executive Officer), Scott Korman (a member of the

Company’s Board of Directors), and David Turner. LGG was formed for the purpose of identifying and making investments in healthcare-related

companies.

Promissory

Note

April 29, 2026, EZRA International Group LLC, a New Jersey limited liability company (“EIG”) that is a wholly-owned subsidiary

of the Company, and LGG entered into a Promissory Note (the “Promissory Note”) in the maximum aggregate principal amount

of $2,000,000. The Promissory Note bears interest at 7% per annum, compounded annually and accruing daily. Advances under the Promissory

Note may be made by EIG to LGG from time to time at EIG’s discretion. The entire outstanding principal amount and accrued interest

are payable on the earlier of (i) an event of default and (ii) the fifth anniversary of the effective date of the Promissory Note (April

29, 2031), subject to extension by mutual written agreement.

Innervate

Subscription Agreement and Side Letter

the Closing Date, LGG entered into a Unit Subscription Agreement (the “Subscription Agreement”) and a related Letter Agreement

(the “Side Letter”, and together with the Subscription Agreement, the “Innervate Agreements”) with Innervate,

pursuant to which LGG agreed to subscribe for up to 421,053 Class A units of Innervate at a purchase price of $4.75 per unit, for an

aggregate purchase price of $2,000,001.75, payable in installments. Upon completion of the investment, LGG will hold a minority equity

interest in Innervate. Pursuant to the Side Letter, LGG is also entitled to (i) a one-time priority distribution of $4.75 per unit out

of proceeds from a sale of Innervate’s Priority Review Voucher, a liquidity event or operating distributions, payable in priority

to ordinary distributions and (ii) warrants to purchase additional Innervate units, issued in tranches at the rate of one warrant for

every two units issued, with an aggregate cap of 210,526 warrants, a strike price of $4.75 per unit and an expiration date of October

31, 2029. The Innervate units are being issued to LGG in a private placement made by Innervate in reliance on Rule 506(b) of Regulation

D under the Securities Act of 1933, as amended.

The

foregoing descriptions of the Transaction Documents do not purport to be complete and are qualified in their entirety by reference to

the full text of the Promissory Note, the Subscription Agreement, and the Side Letter, copies of which are filed as Exhibits 10.1, 10.2,

and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The

Transaction Documents have been included as exhibits to this Current Report on Form 8-K to provide investors and security holders with

information regarding their terms. They are not intended to provide any other factual information about the Company, LGG, EIG, Innervate

or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Transaction Documents

were made only for the purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the applicable

agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures

made for the purposes of allocating contractual risk between the parties to the applicable agreement instead of establishing these matters

as facts. Investors and security holders should not rely on the representations, warranties and covenants or any descriptions thereof

as characterizations of the actual state of facts or conditions of the Company, LGG, EIG, Innervate or any of their respective subsidiaries

or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after

the date of the applicable agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Promissory Note is incorporated by reference

into this Item 2.03. The Promissory Note has a maximum aggregate principal amount of $2,000,000, bears interest at 7% per annum (compounded

annually), and matures on the fifth anniversary of its effective date (April 29, 2031). As of the Closing Date, EIG advanced $500,000

of principal under the Promissory Note. EIG may make additional advances from time to time at its discretion, up to the maximum principal

amount, with each advance recorded on records maintained by EIG.

Item

7.01 Regulation FD Disclosure.

April 30, 2026, the Company issued a press release announcing the matters described in Items 1.01 and 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 set forth under 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 of the Company under the Securities Act

of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

8.01 Other Events.

Formation

of LifeSci Global Group LLC

April 29, 2026, the Company formed LGG as a Delaware limited liability company for the purpose of identifying and making investments

in healthcare-related companies, with an initial emphasis on early-stage life sciences and related technologies. The Company holds approximately

51% of the membership interests in LGG. The remaining approximately 49% of the membership interests in LGG are held by Management Group,

which in turn is owned by Ezra Beyman, the Company’s Chairman and Chief Executive Officer; Scott Korman, a member of the Company’s

Board of Directors; and David Turner, a business associate of Mr. Korman. LGG’s investments are funded through loans from the Company

(either directly or through its wholly-owned subsidiary EIG) to LGG.

Related-Party

Interests and Independent Director Approval

The

formation of LGG, the Promissory Note, and the Innervate Investment constitute related-party transactions within the meaning of Item

404 of Regulation S-K, in which multiple directors and executive officers of the Company have direct or indirect material interests.

Specifically:

●

Mr. Beyman, the Company’s Chairman and Chief Executive Officer, indirectly holds an equity interest in LGG through his ownership

of Management Group;

● Mr. Korman, a member of

the Company’s Board of Directors, indirectly holds an equity interest in LGG through his ownership of Management Group, and

serves as the Chief Executive Officer and a member of the board of managers of Innervate, the recipient of LGG’s initial

investment; and

● Mr. Turner, a business

associate of Mr. Korman, indirectly holds an equity interest in LGG through his ownership of Management Group.

The

transactions described in this Current Report on Form 8-K were reviewed and approved by the independent and disinterested members of

the Company’s Board of Directors, in accordance with the Company’s policy on related-party transactions and Section 607.0832

of the Florida Business Corporation Act. Mr. Beyman and Mr. Korman recused themselves from all Board deliberations and voting regarding

the transactions and did not participate in the approval thereof.

Changes

to Composition of Board Committees

April 28, 2026, and in connection with the related-party transactions described above and Mr. Korman’s ongoing role as Chief Executive

Officer and a member of the board of managers of Innervate, the Board of Directors of the Company approved the following changes to the

composition of the standing committees of the Board, in each case effective as of April 28, 2026:

●

Audit Committee. Mr. Korman was removed as a member and as Chairman of the Audit Committee. Alex Blumenfrucht was appointed as

a member of the Audit Committee, and Ben Fruchtzweig was appointed as Chairman of the Audit Committee.

● Compensation

Committee. Mr. Korman was removed as a member of the Compensation Committee. Mr. Fruchtzweig was removed as Chairman of the

Compensation Committee. Mr. Blumenfrucht was appointed as a member and as Chairman of the Compensation Committee.

● Nominating

Committee. Mr. Korman was removed as a member of the Nominating Committee, and Mr. Blumenfrucht was appointed as a member of the

Nominating Committee.

Following

the foregoing changes, each of the Audit Committee, the Compensation Committee, and the Nominating Committee is composed solely of directors

whom the Board has affirmatively determined to be independent under the applicable rules of The Nasdaq Stock Market LLC and, with respect

to the Audit Committee, Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Korman continues to serve as a member of

the Board. Mr. Korman’s departure from the committees was not the result of any disagreement with the Company on any matter relating

to its operations, policies or practices.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Promissory Note, dated April 29, 2026, by and between EZRA International Group LLC and LifeSci Global Group LLC.

10.2

Unit Subscription Agreement, dated April 30, 2026, by and between Innervate Radiopharmaceuticals LLC and LifeSci Global Group LLC.

10.3

Letter Agreement (Side Letter), dated April 30, 2026, by and between Innervate Radiopharmaceuticals LLC and LifeSci Global Group LLC.

99.1

Press

Release, dated May 4, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, hereunto duly authorized.

Reliance Global Group, Inc.

Dated: May

4, 2026

By:

/s/

Ezra Beyman

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

PROMISSORY

NOTE

Maximum

Principal Amount: $2,000,000

Effective

Date: April 29, 2026

FOR

VALUE RECEIVED, LifeSci Global Group LLC, a Delaware limited liability company with its principal place of business located at 300 Blvd.

of the Americas, Suite 105, Lakewood, New Jersey 08701 (“Maker”), promises to pay to EZRA International Group

LLC, a New Jersey limited liability company having an address at 300 Blvd. of the Americas, Suite 105, Lakewood, New Jersey 08701 (the

“Payee”) at its offices, or such other place as may be designated in writing by the Payee, the aggregate unpaid

principal amount of all Advances (as defined below) made by the Payee to the Maker from time to time hereunder, up to a maximum aggregate

principal amount of $2,000,000 (the “Maximum Principal Amount”; the aggregate unpaid principal amount of Advances

outstanding from time to time, the “Principal Amount”), together with interest computed on the Principal Amount

from the date of each Advance at a rate set forth below, payable in lawful money of the United States of America.

This

Promissory Note is executed in connection with the purchase by the Maker of certain equity interests in Innervate Radiopharmaceuticals

LLC (all such interests and any proceeds thereof (the “Collateral”).

1. RATE

OF INTEREST. This Promissory Note shall bear interest on the outstanding Principal Amount of each Advance at an annual rate of seven

percent (7%), compounded annually and accruing daily from (and including) the date such Advance is made by the Payee on the basis of

a three hundred sixty-five day (365) or three hundred sixty-six (366) day year, as appropriate, for the actual number of days elapsed.

For the avoidance of doubt, no interest shall accrue on any portion of the Maximum Principal Amount that has not been advanced to the

Maker. Following the occurrence and during the continuance of any Event of Default, as defined below, the interest rate otherwise applicable

pursuant to this Section 1 shall be increased, at Payee’s election, by five percent (5%) (the “Default Rate”).

2. PAYMENT

OF INTEREST AND PRINCIPAL. The entire outstanding Principal Amount and accrued interest shall be due and payable on the earlier of

(i) an Event of Default, or (ii) the fifth (5th) anniversary of the Effective Date (such date, the “Maturity Date”),

provided, such Maturity Date may be extended by mutual agreement in writing by Maker and Payee.

3. ADVANCES.

From and after the Effective Date and until the Maturity Date, the Payee may, in its discretion, make one or more loan advances to the

Maker (each, an “Advance”) in such amounts and at such times as the Payee and the Maker may agree, provided

that the aggregate principal amount of all Advances outstanding hereunder shall not at any time exceed the Maximum Principal Amount.

Each Advance shall be evidenced by this Promissory Note and shall be recorded by the Payee on a grid maintained by the Payee (or otherwise

in the Payee’s books and records), which recordation shall, absent manifest error, constitute conclusive evidence of the date and

amount of each Advance and of the outstanding Principal Amount; provided that any failure to make, or error in making, any such recordation

shall not affect the obligations of the Maker to repay the Principal Amount, together with accrued interest thereon, in accordance with

the terms hereof. Amounts repaid hereunder may not be reborrowed.

4. PREPAYMENT.

This Promissory Note may be prepaid in whole or in part at any time. Any prepayment shall first be applied to accrued interest, and then

to Principal Amount.

5. EVENTS

OF DEFAULT BY THE MAKER. If any of the following events (“Events of Default”) shall occur:

(i) The

Maker shall fail to make payment of interest or principal under this Promissory Note on the Maturity Date, provided such non-payment

continues uncured for a period of thirty (30) days following written notice thereof to Maker;

(ii) A

petition seeking relief, or the granting of relief, under the bankruptcy laws shall be filed by or against Maker and such petition shall

not be discharged or dismissed for a period of forty-five (45) days, the making of a general assignment for the benefit of creditors

by Maker or any action by Maker for the purpose of effecting the foregoing;

(iii) The

appointment of a receiver for Maker by a court of competent jurisdiction, which appointment shall not have been vacated within a period

of forty-five (45) days after the date of appointment;

(iv) Maker

breaches any of its covenants or agreements set forth in this Promissory Note;

(v) Maker

undergoes a merger, dissolution, liquidation or consolidation of Maker (including with or into another person), or the sale, transfer,

license, lease or other disposition of (whether in one transaction or in a series of transactions) any material portion of Maker’s

assets (other than the Collateral); provided that, notwithstanding the foregoing, a sale, transfer or other disposition of all or any

portion of the Collateral shall not constitute an Event of Default if (A) Maker provides Payee with not less than ten (10) business days’

prior written notice of such proposed disposition (including reasonable detail as to the proposed terms and the expected net cash proceeds)

and obtains the prior written consent of Payee to such disposition, which consent shall not be unreasonably withheld if such disposition

is to an unaffiliated third party at arm’s length for fair market value as reasonably determined by Payee, and (B) the net cash

proceeds of such disposition are applied, concurrently with the closing thereof, to prepay the outstanding Principal Amount and accrued

and unpaid interest hereunder in accordance with Section 4 (Prepayment), with any remaining proceeds released to Maker only after such

application;

then,

the entire outstanding Principal Amount together with all accrued interest thereon shall immediately with no further action become due

and payable.

6. Covenants.

Maker hereby covenants and agrees on the Effective Date and at all times thereafter, until the repayment in full of all obligations under

this Promissory Note to: (a) preserve, renew and keep in full force and effect its existence; (b) pay and discharge, at or prior to maturity,

all of their respective obligations and liabilities, including tax liabilities; (c) comply in all material respects with the requirements

of all applicable laws and all contractual obligations; (d) give prompt written notice to Payee (i) of any litigation or governmental

proceedings pending or threatened (in writing) against Maker which would in any manner call into question the validity or enforceability

of this Promissory Note, or (ii) upon Maker becoming aware of the existence of any default under this Promissory Note; (e) not create,

incur, assume or suffer to exist any indebtedness, except indebtedness incurred under this Promissory Note; (f) not create, incur, assume

or suffer to exist any mortgage, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance, deemed or statutory

trust, security conveyance, lien (statutory or other), preference, priority, or other security agreement of any kind or nature whatsoever

upon any of the Collateral, whether now owned or hereafter acquired; (g) not guaranty or otherwise become liable for any indebtedness

or other obligations of any other person; (h) not sell, lease, assign, transfer or otherwise dispose of any material portion of its property

or assets including without limitation the Collateral; (i) not merge, dissolve, liquidate or consolidate with or into another person,

or acquire or agree to acquire by merger, consolidation, recapitalization or other business combination or otherwise, the stock, assets

or business of any person; (j) not make loans to any person or make any other investment, except for investments made in furtherance

of Maker’s purpose under its limited liability company agreement, including the acquisition, holding and disposition of equity

or other interests in Portfolio Companies (as defined in Maker’s limited liability company agreement) and any activities necessary

or incidental thereto; (k) not amend or otherwise modify any organizational documents of Maker (each as in effect and delivered to Payee

on the Effective Date) if any such amendment or modification could materially and adversely affect the rights and interests of Payee

under this Promissory Note; (l) not bring any lawsuit or litigation against Payee or its affiliates, and each of their respective employees,

partners, representatives, shareholders, officers, directors, trustees, agents, advisors, family members, other representatives thereof

and persons having control thereof, and each of their permitted successors and assigns; (m) not change Maker’s state of formation

or organization, its existence as a limited liability company or its legal name, in each case as in effect on the Effective Date; and

(n) cure any breach of the foregoing within thirty (30) days of such breach.

7. SECURITY

INTEREST.

(i) In

order to secure payment in full under this Promissory Note, the Maker agrees to create a first priority secured pledge on the Collateral.

The Collateral will rank senior to any other form of security interest on the Collateral. From time to time, the Payee may demand, and

the Maker, or any of Maker’s successors shall execute, such additional documents as may be reasonably necessary to maintain the

Payee’s Collateral and perfect Payee’s security interest in the Collateral, including without limitation a UCC-1 financing

statement or a stock power or other documentation requested by Payee. The Collateral shall remain fully effective in favor of the Payee

until the time at which the Principal Amount and all interest accrued thereon have been fully paid hereunder, at which time the Payee

shall, upon the Maker’s first request, deliver to the Maker a statement signed thereby that the Collateral is null and void.

8. NOTICES.

All notices or other communications required or permitted hereunder shall be in writing and delivered personally, registered or certified

mail, return receipt requested and postage prepaid or by private courier service with overnight delivery requested. All notices or other

communications shall be deemed given or delivered and received (a) when delivered, if delivered personally, (b) two days after mailing,

if mailed by registered or certified mail, return receipt requested and postage prepaid, or (c) on the next business day after delivery

to a private courier service with overnight delivery requested, if delivered to a private courier service providing documented overnight

service, in each case addressed as follows:

to the Maker, to the address following such party in the first paragraph of this Promissory Note. If to the Payee, to the address following

the Payee in the first paragraph of this Promissory Note or to such other address as the recipient party has specified by prior written

notice to the sending party (which change of address notice will be deemed to have been given, delivered and received upon actual receipt

thereof by the recipient party).

9. WAIVER. Maker,

for itself and its legal representatives, hereby waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest

of any dishonor, notice of protest and protest of this Promissory Note, and all other notices in connection with the delivery, acceptance,

performance, default or enforcement of the obligations under this Promissory Note.

10. GOVERNING

LAW; DISPUTE RESOLUTION. This Promissory Note will be governed by and construed in accordance with the laws of the State of Delaware,

without regard to its conflict of laws principles. Any controversy or dispute arising out of or relating to this Promissory Note, the

interpretation of any of the provisions hereof, or the action or inaction of any party hereunder shall be submitted to arbitration in

New York, New York before the American Arbitration Association under its commercial arbitration rules. Any award or decision obtained

from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered

in any court having jurisdiction thereof. Notwithstanding the foregoing, Payee shall be entitled to seek (i) temporary, preliminary or

other injunctive relief, (ii) specific performance, and/or (iii) any action or proceeding to enforce, perfect and/or foreclose upon its

rights and remedies with respect to the Collateral (including under the Uniform Commercial Code), in each case from any court of competent

jurisdiction, without such action constituting a waiver of the agreement to arbitrate or a bar to arbitration. To the fullest extent

permitted by law, no action at law or in equity based upon any claim arising out of or related to this Promissory Note shall be instituted

in any court by either party except (a) an action to compel arbitration pursuant to this Section or (b) an action to enforce an award

obtained in an arbitration proceeding in accordance with this Section or (c) an action permitted by the immediately preceding sentence.

Maker shall pay any costs and expenses incurred by Payee in enforcing the terms of this Promissory Note.

11.

JURY TRIAL WAIVER. MAKER AND PAYEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED

UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS PROMISSORY NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER

IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY MAKER AND PAYEE, AND MAKER ACKNOWLEDGES THAT NEITHER PAYEE NOR ANY PERSON ACTING

ON BEHALF OF PAYEE HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY

WAY MODIFY OR NULLIFY ITS EFFECT. MAKER AND PAYEE ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,

THAT MAKER AND PAYEE HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS PROMISSORY NOTE AND THAT EACH OF THEM WILL CONTINUE TO

RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. MAKER AND PAYEE FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD

THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS PROMISSORY NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

12. SEVERABILITY.

Any provision of this Promissory Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity

or enforceability of such provision in any other jurisdiction.

13. NON-NEGOTIABLE.

This Promissory Note is non-negotiable.

14. INTEREST

RATE LIMITATION. If a law, which applies to this Promissory Note and which sets maximum interest charges, is finally interpreted

so that the interest collected or to be collected in connection with this Promissory Note exceeds the permitted limits, then: (i) any

such interest charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already

collected from Maker which exceeded permitted limits will be refunded to Maker. The Payee may choose to make this refund by reducing

the principal Maker owes under the Promissory Note or by making a direct payment to Maker. If a refund reduces principal, the reduction

will be treated as a permitted partial payment.

15. HEADINGS. The

headings of the Sections of this Promissory Note are for convenience of reference only and shall not be deemed to modify, explain, enlarge

or restrict any of the provisions hereof.

[Signature

Page Follows]

WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first set forth above.

MAKER:

LIFESCI GLOBAL GROUP LLC

By:

/s/ Scott

Korman

Name:

Scott

Korman

Title:

Member

APPROVED AND AGREED BY PAYEE:

EZRA INTERNATIONAL GROUP LLC

By:

/s/ Joel Markovits

Name:

Joel

Markovits

Title:

Chief

Financial Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

UNIT

SUBSCRIPTION AGREEMENT

UNIT

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 30, 2026, by and between Innervate Radiopharmaceuticals

LLC (formerly known as Illumina Radiopharmaceuticals LLC), a Delaware limited liability company (the “Company”), and

LIFESCI GLOBAL GROUP LLC (the “Subscriber”).

RECITAL:

The

Company desires to sell to Subscriber, and Subscriber desires to purchase from the Company, a membership interest in the Company in accordance

with the terms and conditions contained herein. Capitalized terms used but not defined herein have the meanings given to them in the

Company’s Amended and Restated Operating Agreement, dated as of December 30, 2021, as the same may be amended from time to time,

the form of which is annexed hereto (the “Operating Agreement”).

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Subscription for Membership Interests. Subscriber hereby subscribes for 421,053 Units in the Company (the “Units”)

in accordance with the terms and conditions contained herein and in the Operating Agreement. As full payment for and in satisfaction

of this subscription, the Subscriber agrees to pay the sum of two million and one dollar and seventy five cents ($2,000,001.75) to the

Company (the “Subscription Price”) or a subscription price per Unit of $4.75. The Subscriber understands and agrees

that until such subscription is accepted by the Company, the Company reserves the right to reject this subscription for any reason or

no reason, in which event the Subscription Price shall be refunded to the Subscriber without deduction and this Agreement shall have

no further force or effect. Attached hereto is a Capitalization Table setting forth the ownership of the Company as of February 28, 2026,

which is prior to the offering of the Units and related offers of similar units.

Execution of Operating Agreement. As a condition of receiving the Units, Subscriber has previously executed a counterpart

signature page to the Operating Agreement. Subscriber acknowledges receipt of a copy of the Operating Agreement and that it has reviewed

the Operating Agreement. Subscriber understands that the rights granted to Subscriber under the Operating Agreement are complex in nature,

and have certain legal, tax and financial consequences to Subscriber. Subscriber has been advised by the Company to consult, and Subscriber

has had an opportunity to consult and has consulted, to the extent Subscriber desired to do so, with Subscriber’s own legal, tax

and financial advisors with respect to these consequences.

Representations and Warranties of the Company. The Company represents and warrants to Subscriber that:

(a)

Organization. The Company is a limited liability company duly organized, validly existing and in good standing under the laws

of the State of Delaware.

(b)

Operating Agreement. Attached hereto as Exhibit A is a full and complete copy of the Company’s Operating Agreement

which sets forth the rights of the holders of membership interests in the Company.

(c)

Legality; Binding Agreement. The Company has the requisite power and authority to enter into this Agreement and to issue the Units

hereunder. This Agreement is and will remain the Company’s valid and binding agreement, enforceable against the Company in accordance

with its terms, subject, as to the enforcement of remedies, to any applicable bankruptcy, insolvency or other laws affecting the enforcement

of creditors’ rights.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to, and agrees with, the Company as

follows:

(a)

Binding Agreement. Subscriber has all legal capacity and requisite power and authority to enter into and perform this Agreement,

and this Agreement is and will remain Subscriber’s valid and binding agreement, enforceable against Subscriber in accordance with

its terms, subject, as to the enforcement of remedies, to any applicable bankruptcy, insolvency or other laws affecting the enforcement

of creditors’ rights.

(b)

Investment Intent. Subscriber has acquired and is acquiring the Units with the intent of holding the same for investment for Subscriber’s

own account and without the intent or a view to participating directly or indirectly in any distribution of such Units within the meaning

of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.

(d)

Securities Regulation:

(1)

Subscriber acknowledges and agrees that the Units are being issued in reliance on an exemption from registration under the Securities

Act and exemptions contained in applicable state securities laws, and that the Units cannot and will not be sold or transferred except

in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective Registration

Statement under the Securities Act and applicable state securities laws.

(2)

Subscriber is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act (the definition of

which is set forth on Exhibit D).

(3)

Subscriber understands that Subscriber has no contractual right for the registration under the Securities Act of the Units and that,

unless the Units are registered or an exemption from registration is available, the Units may be required to be held indefinitely.

(e)

Economic Risk. Subscriber is able to bear the economic risk of the loss of its entire investment in the Company. Information.

Subscriber has received all information pertaining to an investment in the Company requested by Subscriber. Subscriber has had a reasonable

opportunity to ask questions of and receive answers concerning the Company, and all such questions have been answered to Subscriber’s

satisfaction. Subscriber is an experienced and sophisticated investor, capable of understanding and evaluating the risks of investing

in the Company.

(h)

Third Party Consents. No consent of any third party is required as a condition to entering into this Agreement by Subscriber other

than such consents that have been previously obtained.

(i)

Broker. Neither Subscriber nor any affiliate of Subscriber has engaged or dealt with any broker or finder in connection with the

transactions contemplated hereby.

(j) No

Conflict. Neither the execution and delivery by Subscriber of this Agreement, nor compliance by Subscriber with the terms and

provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default

under, or result in the creation of any lien, charge or encumbrance upon any property or assets of, Subscriber pursuant to the terms

of any indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Subscriber may be

party or by which it or any of its properties or assets may be bound or, to Subscriber’s knowledge, violate any provision of

law, or any applicable order, writ, injunction, judgment or decree of any court, or any order or other public regulation of any

governmental commission, bureau or administrative agency. Risk Factors. The Subscriber understands and acknowledges

that an investment in the Company involves a high degree of risk and has carefully evaluated the following risk factors in deciding

to subscribe for the Units:

(a)

No Prior Operating History, No Working Capital; Need for Substantial Additional Capital. The Company was incorporated in 2019

to enter into a license agreement (the “License Agreement”) with Ground Fluor Pharmaceuticals, Inc., a Delaware corporation

(“GFP”) for the rights to develop, manufacture commercialize and market products utilizing GFP’s meta-Fluorobenzyl-Guanidine

technology for the diagnosis and/or treatment of all human indications. The operations of the Company are subject to all the risks inherent

in a Company whose revenues and success are dependent upon the successful development and marketing of new products. The evaluation of

the Company must be considered in light of the risks, expenses and difficulties encountered by new businesses in the pharmaceutical,

imaging and diagnostics industries, which is characterized by an increasing number of participants, intense competition and a high failure

rate. The development and commercialization of the Company’s products will require substantial resources to fund its research,

development, regulatory, sales, manufacturing and other expenditures. There can be no assurance that the Company will have sufficient

funds to develop its products or that it will ever achieve revenues on sales or achieve profitable operations.

(c)

Potential Future Dilution. The Company’s Board of Managers has the authority and discretion to issue additional Units and/or

preferred units in the Company, with terms, rights, preferences and priorities superior to those Units offered and sold to Subscriber

hereunder. The sale of such interests of the Company in the future could result in further dilution of purchasers of the Units.

(d)

Financial Statements and Use of Proceeds. The Company’s Balance Sheet as of December 31, 2025 is attached hereto as Exhibit

C. The current follow-on offering of the Units to existing investors does not have a minimum targeted amount (the “Minimum

Subscription Amount”). When and if the Minimum Subscription Amount has been raised, such amount will not be sufficient to cover

the Company’s anticipated costs and expenses necessary to bring the Company’s first asset through the completion of a Phase

III trial and a New Drug Application (an “NDA”) approval with the Food and Drug Administration (the “FDA”).

The Subscriber understands that the Company’s Board of Managers may in its discretion, pursuant to the terms of the Operating Agreement,

increase the aggregate fund raising and issue additional Units to additional investors to finance the Company for any additional cost

of the Phase III trial and NDA application, contingency costs, additional pipeline development and commercialization activities. The

Subscriber further understands that Company expects that the proceeds raised through the sale and issuance of its Units will be utilized

to pay additional amounts due under the License Agreement as well as expenses of the offering and operating, research and development

expenses and costs and commercialization activities. If the current offering to existing investors is successful and completely subscribed

for, the Company may still require additional financing. There can be no assurance either the current offering will be successful or

that any such additional financing will be obtained on acceptable terms, if at all. The failure to timely obtain sufficient additional

financing will have a material adverse effect upon the Company’s business, financial condition and prospects and there is no guarantee

that such additional capital will be raised.

(f)

License Milestones. The License Agreement provides for milestones to be achieved. In the event the Company does not meet the requirements

and there isn’t an agreement to extend milestone dates, GFP will have the right to terminate the License Agreement, in which event

all previous license fees paid to date including will be lost and the Company will may be forced to cease operations. GFP has extended

milestone deadlines in the past.

(h)

Limited Voting Rights; Control of Board of Managers. The holders of Units have the right to vote on any matter for which they

are entitled under the terms of the Operating Agreement. Pursuant to the Operating Agreement, the Company’s Board of Managers is

empowered to make all decisions regarding the Company and its operations, including, without limitation, the ability to change the name

of the Company and to make any change to the Operating Agreement that does not adversely affect the Members in any material respect.

Under the Operating Agreement, holders of the Units do not have the right to remove or replace the members of the Company’s Board

of Managers.

(i)

Technology Transfer and Product Development Risk. The pharmaceutical industry in general, and diagnostic product market in particular,

are subject to rapid technological changes such as the possible development of new pharmaceuticals and approaches which may render the

Company’s licensed technology and products obsolete or require significant unanticipated investments in research and development

on the part of the Company to remain competitive. There can be no assurance that the Company will be able to be successful in meeting

the specific products’ design challenges, such as clinical effectiveness or cost-effective production and user-friendly delivery

systems. The Company’s future success will depend, in part, upon its ability to keep abreast of the latest developments in the

industry and to keep pace with changing customer requirements. The Company will likely experience unanticipated problems relating to

product development, testing, regulatory compliance, manufacturing, marketing and competition, and our costs and expenses could exceed

current estimates. The Subscriber understands that the Company cannot predict whether the Company will successfully develop and commercialize

any products. There can be no assurance that the Company will not experience difficulties that could delay or prevent the successful

and continued development of its products. Even if the Company is successful in developing its proposed products, it is subject to the

risks that the products will be found to be ineffective or unsafe; will not receive necessary regulatory clearances; will be unable to

get to market in a timely manner; will not be capable of being produced in commercial quantities at reasonable costs; will not be successfully

marketed; will not be widely accepted by the medical community or that competitors will erode the Company’s advantages in the diagnostic

product markets or render the Company’s products obsolete.

(j)

Regulatory Approval Hurdles. The clinical development, manufacturing, labeling, storage, record-keeping, advertising, promotion,

import, export, marketing and distribution of the Company’s proposed products are subject to extensive regulation by the FDA in

the United States and by comparable health regulatory authorities in foreign markets. In the United States, the Company is not permitted

to market its proposed products without FDA approval. The process of obtaining FDA approval is expensive, often takes many years and

can vary substantially based upon the type, complexity and novelty of the products involved. In addition to the significant clinical

testing requirements, our ability to obtain marketing approval for these products depends on obtaining the final results of required

non-clinical testing, including characterization of the manufactured components of products and validation of manufacturing processes.

With respect to foreign markets, approval procedures vary among countries and, in addition to the aforementioned risks, can involve additional

product testing, administrative review periods and agreements with pricing authorities. Approval of a product candidate in the U.S. or

foreign markets may be delayed, limited or denied for many reasons outside of the control of the Company and any such delays in obtaining,

or inability to obtain, applicable regulatory approvals would prevent the Company from commercializing its products once developed.

(k)

Uncertainty of Patents and Proprietary Technology. The Company’s success will depend in large part on its ability to maintain

the proprietary nature of its technology through a combination of patent and trade secret protection, non-disclosure agreements and licensing

agreements. Though the FDA grants a seven year exclusive period to drugs approved for orphan diseases, there can be no assurance these

patents will be an effective protection and that any additional patent protection sought will be obtained in the United States or elsewhere,

or that any such protection, if obtained, will be effective. To the extent that trade secrets of the Company are not patentable or not

patented, there can be no assurance that third parties will not develop similar or superior methods, or that such trade secrets will

not be revealed upon ‘reverse-engineering’ of the Company’s products.

Patent

applications in the United States are maintained in secrecy until patents issue, and patent applications in foreign countries are maintained

in secrecy for a period after filing. Publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries

and the filing of related patent applications. Patents issued, and patent applications filed relating to pharmaceuticals and manufacturing

of pharmaceuticals and pharmaceutical ingredients are numerous and there can be no assurance that current and potential competitors and

other third parties have not filed or in the future will not file applications for or have not received or in the future will not receive,

patents or obtain additional proprietary rights relating to products or processes used or proposed to be used by the Company. The Company

is aware of certain patents issued to third parties that contain subject matter related to the Company’s technology. The Company

believes that the technologies being licensed by the Company pursuant to the License Agreement for its products do not infringe the claims

of any such patents. There can be no assurance, however, that third parties will not seek to assert that the Company’s products,

when developed, infringe their patents or seek to expand their patent claims to cover aspects of the Company’s licensed technology.

The

pharmaceutical industry in general, and the diagnostic industry segment in particular, have been characterized by substantial competition

and numerous patents. Any such claims, whether with or without merit, could be time-consuming and expensive to respond to and could divert

the attention of the Company’s technical and management personnel. The Company may be involved in litigation to defend against

claims of infringement by the Company, to enforce patents issued to the Company, or to protect trade secrets of the Company. If any relevant

claims of third-party patents are upheld as valid and enforceable in any litigation or administrative proceeding, the Company could be

prevented from practicing the subject matter claimed in such patents or would be required to obtain licenses from the patent owners of

each such patent, or to redesign its products or processes to avoid infringement. There can be no assurance that such licenses would

be available or, if available, would be available on terms acceptable to the Company or that the Company would be successful in any attempt

to redesign its products or processes to avoid infringement. Accordingly, an adverse determination in a judicial or administrative proceeding

or failure to obtain necessary licenses could prevent the Company from manufacturing and selling its products, which would have a material

adverse effect on the Company’s business, financial condition, and results of operations. The Company intends to rigorously protect

and defend its intellectual property. Costly and time-consuming litigation brought by the Company may be necessary to enforce any patents

issued to the Company, to protect trade secrets or know-how owned by the Company or to determine the enforceability, scope and validity

of the proprietary rights of others.

There

can be no assurance that additional patent protection will be obtained in the United States, the European Union, or elsewhere, or that

such protection, if obtained, will be effective. Further, there can be no assurance that such patents, whether issued or pending, will

not be challenged, invalidated or circumvented, or that the Company’s competitors will not independently develop or patent technologies

that are substantially equivalent or superior to the Company’s technology. Moreover, there can be no assurance that the laws of

certain foreign countries will provide sufficient protection for the Company’s proprietary rights. As a result, if the Company

operates on a global basis, as intended, the Company may not be able to prevent third parties from using its proprietary technology in

certain foreign jurisdictions.

(l)

Competition. The Company operates in a highly competitive industry, and the Company expects competition to increase in the future.

The Company’s competitors have substantially greater managerial, financial, marketing, manufacturing and/or research and development,

resources than the Company. To be successful, the Company believes its products must achieve minimum levels of price, quality and performance,

ease-of-use, and regulatory approval required by the marketplace. There can be no assurance that the Company’s products will meet

these requirements or that the Company’s competitors will not also be able to meet these requirements and develop products which

are comparable or superior to those of the Company or that would render the Company’s technology or products obsolete or non-competitive.

(m)

Hiring of Certain Key Personnel Has Not Yet Occurred; Dependence on Officers and Key Personnel. The Company is highly dependent

on its executive officers; currently Scott Korman, David Turner, Arnold Jacobson and Thomas Tulip. the loss of any of whom could have

an adverse effect on the future operations of the Company. The Company’s success is also highly dependent on its ability to attract,

retain and motivate highly trained R&D and management personnel, and consultants who are capable of developing products for the Company.

An inability to attract, retain and motivate personnel and consultants required for the development, maintenance and conduct of the Company’s

products and activities could adversely affect its business and prospects. There can be no assurance that the Company will be able to

attract or retain the qualified employees it needs to be successful.

(n)

Litigation. There is no pending or threatened litigation against the Company.

(o)

Limited Transferability and Liquidity of the Units. The Unit being offered hereby are being offered as a private placement of

securities. There is, at present, no trading market for the Units and none is expected to exist. The Units may not be sold or transferred

unless registered under the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, or unless

an opinion of counsel satisfactory to the Company is obtained to the effect that an exemption from registration is available and such

transfer is approved by the Board of Managers, and no registration under the Act is contemplated for the foreseeable future. As a result,

the purchase of the Units should be considered a long-term investment. the Company MAY NEVER

file a registration statement to register THE UNITS, AND EVEN IF IT DOES SO, THERE CAN BE NO ASSURANCE that such registration statement

will become effective, or that once effective, such effectiveness will be maintained. Because of these restrictions and the absence

of a trading market for the Units, Subscriber may be unable to liquidate its investment even though financial circumstances would make

liquidation desirable.

(p)

Absence of Dividends. The Company does not presently anticipate authorizing the payment of any distributions on the Units in the

foreseeable future.

(q)

Arbitrary Offering Price. The offering price of the Units have been arbitrarily determined by the Company, and such offering price

are not necessarily related to the Company’s asset value, net worth, projected future value, results of operations, financial condition

or any other established criteria of value.

Notices. Any notice or communication permitted or required by this Agreement shall be in writing and shall be deemed to have

been duly and properly given or served for any purpose only if delivered personally with receipt acknowledged or sent by registered or

certified mail, return receipt requested, postage and charges prepaid, by overnight courier, or by confirmed email transmission.

to the Subscriber:

LIFESCI

GLOBAL GROUP LLC

300

Boulevard of the Americas

Lakewood,

NJ 08701

to Company:

Innervate

Radiopharmaceuticals LLC

175

Elm Road

Englewood,

New Jersey 07631

Attention:

Scott Korman

With

a Copy to:

Duane

Morris LLP

201

S. Biscayne Boulevard, Suite 3400Miami, FL 33131-4325

Attn:

Stephen Rutenberg

General.

(a)

No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or subsequent breach. No waiver by the Company

of any right under this Agreement will be construed as a waiver of any other right. The Company will not be required to give notice to

enforce strict adherence to all terms of this Agreement.

(b)

This Agreement may not be assigned by Subscriber. This Agreement shall be binding upon and inure to the benefit of Subscriber and the

Company and the Company’s successors and assigns. Successors of the Company shall include, without limitation, any entity or entities

acquiring, directly or indirectly, all or substantially all of the assets of the Company, whether by merger, consolidation, purchase,

lease or otherwise, and a successor shall thereafter be deemed the “Company” for the purposes hereof.

(c)

The captions and Section headings used in this Agreement are for convenience of reference only and will not affect the construction or

interpretation of this Agreement or any of the provisions hereof.

(d)

The validity and construction of this Agreement or any of its provisions will be governed by and construed in accordance with the laws

of the State of Delaware without regard to its conflicts of law.

(e)

This Agreement may be executed by pdf or other electronic signature and in counterparts, each of which will be deemed to be an original

hereof, but all of which together will constitute one and the same instrument.

(f)

The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter

of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this

Agreement.

(g)

This Agreement, together with the Operating Agreement, constitutes the sole and entire agreement and understanding between the parties

hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature

between them as to such subject matter.

(h)

This Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns,

and no other person or entity will have any right to rely on this Agreement or to claim or derive any benefit therefrom absent the express

written consent of the party to be charged with such reliance or benefit.

(i)

Subscriber has read this Agreement carefully and fully understands its terms.

THE

REMAINDER OF THIS PAGE IS BLANK

WITNESS WHEREOF, the parties have executed and delivered, or caused to be executed and delivered, this Membership Interest Subscription

Agreement as of the date first written above.

COMPANY:

INNERVATE RADIOPHARMACEUTICALS LLC

By:

/s/

Scott Korman

Name:

Scott

Korman

Title:

CEO

SUBSCRIBER:

LIFESCI GLOBAL GROUP LLC

By:

/s/

Ezra Beyman

Name:

Ezra

Beyman

Address:

LIFESCI

GLOBAL GROUP LLC

300

Boulevard of the Americas

Lakewood,

NJ 08701

SS# or EIN #:

EXHIBIT

AMENDED

AND RESTATED OPERATING AGREEMENT

[ATTACHED]

EXHIBIT

Capitalization

Table

EXHIBIT

(a)

Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer

reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(1)

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A)

of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities

Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment

Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company

licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan

established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,

for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning

of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section

3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the

employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by

persons that are accredited investors;

(2)

Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3)

Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or

partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4)

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive

officer, or general partner of a general partner of that issuer;

(5)

Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000.

(i)

Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A)

The person’s primary residence shall not be included as an asset;

(B)

Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence

at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding

at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition

of the primary residence, the amount of such excess shall be included as a liability); and

(C)

Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence

at the time of the sale of securities shall be included as a liability;

(ii)

Paragraph (a)(5)(i) of this section will not apply to any calculation of a person’s net worth made in connection with a purchase

of securities in accordance with a right to purchase such securities, provided that:

(A)

Such right was held by the person on July 20, 2010;

(B)

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C)

The person held securities of the same issuer, other than such right, on July 20, 2010.

(6)

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that

person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level

in the current year;

(7)

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose

purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8)

Any entity in which all of the equity owners are accredited investors.

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

Innervate

Radiopharmaceuticals LLC

175 Elm Road

Englewood,

New Jersey 07631

LIFESCI

GLOBAL GROUP LLC

300

Boulevard of the Americas

Lakewood,

NJ 08701

April

30, 2026

RE:

CERTAIN PAYMENTS UPON TRIGGERING EVENTS AND WARRANTS ISSUANCE AND PAYMENT SCHEDULE

connection with your execution of a subscription agreement to purchase certain units of Innervate Radiopharmaceuticals LLC (the “Company”),

dated on or about the date hereof (such agreement, the “Subscription Agreement”) by and between you and the Company,

pursuant to this letter agreement (the “Letter Agreement”) agree to make certain accommodations which are not specifically

contemplated by the Subscription Agreement but which are consistent with the parties’ intent and necessary to consummate the transactions

contemplated under the Subscription Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed

to them in the Subscription Agreement.

The

parties hereby acknowledge and agree as follows:

It is the Company’s current intention to, promptly following the Company’s sale of a Priority Review Voucher (“PRV”)

to issue a distribution to all Members promptly following such PRV Sale (such distribution, the “PRV Dividend”).

Milestone Payment. In connection with your continued ownership of the Units pursuant to the Subscription Agreement dated April

30, 2026 to: sale of the Priority Review Voucher, a liquidity event resulting in a distribution to shareholders, a distribution(s) to

shareholders resulting from profits generated by operations, the Company will pay to you a one-time distribution of $4.75 per Unit (the

“Preferred Payment”). The Preferred Payment will be made prior to any distribution to holders of ordinary units. After the

Preferred Payment, these units will be treated as ordinary units and receive all ordinary distributions and have no additional preferred

payments. The Preferred Payment will be made following approval by the Company’s Board of Directors that the Preferred Payment

will not materially impede the Company’s ability to continue as a going concern (and if such determination cannot be made, the

payment shall be made as soon as practicable following such determination).

Warrants. Concurrent with each issuance of Units pursuant to the payment schedule set forth herein, the Company shall issue to

you Warrants to purchase Units equal to one warrant for each two Units issued in such tranche. By way of example, upon the initial payment

of $500,000 and the corresponding issuance of 105,263 Units, the Company shall concurrently issue 52,631 Warrants. The aggregate number

of Warrants issuable hereunder shall not exceed 210,526, corresponding to the maximum 421,053 Units issuable under the Subscription Agreement

dated April 30, 2026. The Warrants will have a strike price of $4.75 and expire October 31, 2029. In the event of a liquidity event in

excess of $4.75 per Unit you will have the ability to exercise the warrants on a cashless basis (you can apply $4.75 per unit of the

distribution to the exercise of the warrants). For the avoidance of doubt, this Letter Agreement shall constitute the warrant instrument

evidencing the Warrants described herein, and no separate warrant certificate or agreement shall be required to give effect to the rights

granted hereunder.

Payment Schedule:

● $500,000

upon execution of the subscription agreement

● $150,000

per month for ten months commencing July 1, 2026 and the first of each month until and including

April 2027

● Units

will be issued when funds are received by the Company.

For

the avoidance of doubt, you acknowledge and agree that there is no guaranty that the Company will receive a PRV, nor that the Company

will choose to sell a PRV, if received, nor the timing of such a sale. Only the Units purchased pursuant to the Subscription Agreement

dated April 30., 2026 will be subject to the Preferred Payment.

Except

as specifically modified hereby, the Subscription Agreement shall otherwise remain in full force and effect, and the parties hereto hereby

ratify and confirm the same, and nothing contained herein shall otherwise be deemed or interpreted to change the terms and conditions

of the Subscription Agreement. This Letter Agreement and the Company’s Operating Agreement, together with the Subscription Agreement,

contains the parties’ entire agreement with respect to the subject matter hereof. This Letter Agreement is governed by, and subject

to, the laws of the State of Delaware (without giving effect to its conflict of law provisions).

The

parties hereto shall keep the fact and the terms of this Letter Agreement confidential, except as a party may be compelled by law or

as required by applicable securities laws, stock exchange rules or regulations, or the disclosure obligations of any party that is a

reporting company under the Securities Exchange Act of 1934 to disclose the terms of this Letter Agreement or to enforce the terms hereof.

This

Letter Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be

one and the same document. Facsimiles and electronic copies in portable document format (“PDF”) containing original

signatures shall be deemed for all purposes to be originally signed copies of the documents that are the subject of such facsimiles or

PDF versions.

* *

Sincerely,

INNERVATE

RADIOPHARMACEUTICALS LLC

By:

/s/ Scott

Korman

Name:

Scott

Korman

Title:

CEO

Acknowledged

by Investor:

/s/

Ezra Beyman

[Signature

Page to Side Letter]

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

Reliance

Global Group Completes Transformative Investment in Late-Stage Radiopharmaceutical Innovator Innervate Through EZRA’s Biotech Division

Transaction

Expands EZRA International Group’s Biotech Division, LifeSci Global, Into Late-Stage Radiopharmaceutical Imaging

Initial

Neuroblastoma Opportunity of Approximately $250 Million, with Additional Potential Billion-Dollar Expansion Markets and Priority Review

Voucher Upside

LAKEWOOD,

N.J., May 4, 2026 — Reliance Global Group, Inc. (Nasdaq: EZRA) (“we,” “us,” “our,”

the “Company” or “Reliance”) today announced that LifeSci Global Group LLC (“LifeSci Global”), the

biotech arm of EZRA International Group, has completed a strategic investment in Innervate Radiopharmaceuticals, a developer of positron

emission tomography (PET) imaging and therapeutic radiopharmaceuticals focused initially on neuroblastoma and broader future applications

in cardiovascular and neurodegenerative disease. This investment reflects an initial capital deployment within a broader strategy to

build exposure to high-growth healthcare platforms through disciplined, staged allocation over time.

The

transaction gives Reliance entry into a late-stage radiopharmaceutical platform targeting a serious unmet need in pediatric oncology,

with additional expansion opportunities in cardiovascular and neurodegenerative disease and the potential for a valuable Priority Review

Voucher pathway. Reliance believes the investment represents a compelling opportunity to participate in a differentiated healthcare platform

with meaningful near-term upside and substantially larger long-term expansion potential.

part of the transaction, LifeSci Global is set to acquire 421,053 shares of Innervate Radiopharmaceuticals at $4.75 per share, for a

total investment of approximately $2.0 million of which $500,000 was funded at closing. LifeSci Global also holds the unilateral right

to accelerate funding.

Innervate’s

lead asset, 18F-mFBG, is being developed as a next-generation PET imaging agent for neuroblastoma, a rare and serious pediatric cancer

arising from neural crest cells, most commonly in young children. Compared with the current standard of care, 123I-mIBG SPECT imaging,

Innervate’s 18F-mFBG PET imaging agent is designed to provide higher-resolution images, faster scan times and improved lesion identification,

with the potential to enhance diagnostic confidence, support better-informed patient management and improve the overall patient experience.

Innervate’s neuroblastoma program has involved leading institutions in pediatric oncology and nuclear imaging, including Memorial

Sloan Kettering Cancer Center and the NANT network. Reliance believes this supports the platform’s strategic significance and clinical

relevance.

“We

believe this is exactly the type of transformative opportunity EZRA International Group was built to pursue,” said Ezra Beyman,

Chairman and Chief Executive Officer of Reliance Global Group. “Innervate represents what we view as a compelling entry into one

of the fastest growing and most strategically active segments in healthcare. It combines a differentiated late-stage oncology opportunity,

a potentially significant Priority Review Voucher pathway, and what we believe may be a highly expandable platform with applications

that extend well beyond the initial indication.”

Mr.

Beyman continued, “For Reliance shareholders, we believe this transaction creates exposure to a differentiated late-stage healthcare

platform with meaningful near-term upside and substantially larger long-term expansion potential. Neuroblastoma alone represents a meaningful

initial opportunity, but what makes this especially compelling is the broader platform potential in cardiovascular and neurodegenerative

disease markets that management believes could each exceed $1 billion. We believe this investment reflects the continued execution of

our strategy to build long-term shareholder value through targeted ownership in high-upside technology and innovation-driven businesses.”

This approach reflects the Company’s broader strategy of identifying differentiated platforms early and building exposure through

disciplined capital allocation over time.

Innervate’s

18F-mFBG is intended to help identify areas in the body where cancer may be present by targeting the norepinephrine transporter (NET).

Compared with the current standard of care, 123I-mIBG SPECT imaging, PET-based imaging has the potential to offer higher resolution,

faster scan times, improved lesion detection, dramatically improved patient experience and greater diagnostic reliability.

Reliance

believes Innervate offers a rare combination of a meaningful near-term oncology opportunity and substantially larger follow-on expansion

paths. The neuroblastoma market alone represents an estimated annual global revenue opportunity of approximately $250 million, while

future cardiovascular and neurodegenerative applications may each address markets exceeding $1 billion. More broadly, PET imaging and

radiopharmaceuticals are among the fastest-growing segments in radiology, with annual U.S. sales exceeding $2 billion and global sales

exceeding $5 billion, supported by growing clinical adoption, meaningful commercial demand, and robust M&A and strategic activity

across the sector. There can be no assurance that Innervate’s products will receive regulatory approval or achieve commercial success,

or that any of the market opportunities described herein will be realized. The investment is structured as a staged capital deployment

over time, designed to provide continued exposure to the platform as development progresses.

Moshe

Fishman, Senior Vice President of Strategic Ventures at Reliance Global Group, said, “We believe Innervate is a particularly attractive

fit for EZRA’s biotech division because it combines differentiated science, late-stage positioning and significant strategic optionality.

The lead neuroblastoma program addresses an area of urgent medical need, while the broader platform may open the door to substantially

larger commercial opportunities over time. In our view, this is not simply an investment in a single asset. It is an investment in a

platform that we believe may support multiple future value inflection points.”

Mr.

Fishman added, “What stands out to us is the asymmetry of the opportunity. The initial neuroblastoma program appears meaningful

on its own, but the additional upside from platform expansion, potential strategic interest and the possibility of a Priority Review

Voucher, if ultimately awarded in connection with a future approval, could materially enhance the overall value proposition.”

Innervate

has indicated that its lead neuroblastoma program includes a pivotal efficacy and safety study and is advancing toward regulatory submission-related

activities. Reliance believes the program’s development timeline may present important future milestone opportunities, including

potential clinical and regulatory inflection points. Innervate also anticipates the possibility of receiving a Rare Pediatric Disease

Priority Review Voucher in connection with a future approval, which, if awarded, could represent an additional monetizable asset. There

can be no assurance that any such voucher will be received or monetized. The Company expects continued progress across the coming quarters,

with potential updates on clinical advancement and regulatory pathway activities.

The

investment was made through LifeSci Global, a majority-owned subsidiary of the Company. The investment was reviewed and approved by the

independent and disinterested members of the Company’s Board of Directors. Interested directors recused themselves from all Board

and committee deliberations regarding the transaction.

Scott

Korman, a member of the Company’s Board of Directors, serves as the Chief Executive Officer of Innervate and holds an equity interest

in LifeSci Global. Ezra Beyman, the Company’s Chairman and Chief Executive Officer, also holds an equity interest in LifeSci Global.

Reliance

believes this transaction further validates EZRA International Group’s broader strategy of identifying, acquiring and supporting

ownership positions in innovative, high-growth businesses where disciplined capital allocation and active strategic involvement can unlock

meaningful long-term shareholder value. With this investment, Reliance expands EZRA International Group into radiopharmaceuticals and

advanced medical imaging, as part of its broader strategy of disciplined capital allocation across high-growth technology and life sciences

platforms,

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (NASDAQ: EZRA) is an InsurTech pioneer leveraging artificial intelligence (AI) and cloud-based technologies to transform

and improve efficiencies in the insurance agency and brokerage industry. The Company’s business-to-business InsurTech platform,

RELI Exchange, provides independent insurance agencies with a full suite of business development tools, enabling them to compete effectively

with large-scale national insurance agencies while reducing back-office costs and burden. The Company’s business-to-consumer platform,

5minuteinsure.com, uses 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 and offer a wide variety of insurance

products.

addition to its insurance and Insurtech operations, Reliance operates EZRA International Group, its strategic growth platform focused

on identifying, acquiring, and building majority or controlling stakes in high-growth technology and life sciences companies. EZRA International

Group is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term shareholder

value creation through disciplined capital allocation and active ownership.

Further

information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking

Statements

Forward-looking

statements in this press release include, without limitation, statements regarding: the Company’s investment in Innervate Radiopharmaceuticals

through LifeSci Global Group LLC; the development, regulatory pathway, clinical progress, commercialization and market potential of Innervate’s

product candidates, including 18F-mFBG; the potential for Innervate to receive a Rare Pediatric Disease Priority Review Voucher and the

potential value thereof; the estimated size and growth of the neuroblastoma, cardiovascular, neurodegenerative and broader radiopharmaceutical

markets; the Company’s strategy of identifying, acquiring and supporting ownership positions in innovative, high-growth businesses

through EZRA International Group; and the expected strategic, operational and financial benefits of the Company’s investments.

These

forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which

are beyond the Company’s control. Such risks and uncertainties include, without limitation: risks related to the development, regulatory

review, clinical testing, approval, commercialization and market adoption of Innervate’s product candidates, including the risk

that Innervate’s products do not receive regulatory approval or do not achieve commercial success; the risk that Innervate does

not receive a Rare Pediatric Disease Priority Review Voucher or that any such voucher is not monetized for the amounts historically achieved

by other vouchers; the risk that the estimated market opportunities described herein do not materialize or are smaller than anticipated;

integration, execution and scaling challenges associated with supporting an early-stage technology company; the risk that anticipated

synergies or strategic benefits are not realized on expected timelines or at all; intellectual property, cybersecurity, regulatory and

data protection risks; the Company’s ability to access capital on acceptable terms or at all; and general economic, market and

interest rate conditions.

Such

risks and uncertainties also include geopolitical risks, including the ongoing and evolving conflict involving Israel and Iran, which

may result in regional instability, military activity, cyberattacks, disruptions to critical infrastructure, supply chains or communications

networks or workforce disruptions. The extent, duration, and impact of such conditions remain uncertain and could materially adversely

affect the Company’s investments and operations.

Actual

results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding factors

that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2025, when filed, and in the Company’s subsequent Quarterly Reports on Form

10-Q and other filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation

to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Crescendo

Communications, LLC

Tel

: +1 (212) 671-1020

: EZRA@crescendo-ir.com

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